8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2010

June 2, 2010

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

20 Burton Hills Boulevard
Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into A Material Definitive Agreement.

     On May 28, 2010, AmSurg Corp. (the “Company”) entered into a Revolving Credit Agreement, dated May 28, 2010, by and among the Company, the banks and other financial institutions from time to time party thereto (the “Lenders”) and SunTrust Bank, in its capacity as Administrative Agent for the Lenders (the “Revolving Credit Agreement”). The Revolving Credit Agreement permits the Company to borrow up to $375,000,000 to, among other things, finance its acquisition and development projects and any future stock repurchase programs at an interest rate equal to, at the Company’s option, the base rate plus 1.25% to 2.50%, or LIBOR plus 2.25% to 3.50%, or a combination thereof; provides for a fee of 0.25% to 0.625% of unused commitments; and contains covenants customary for agreements of this type, including covenants relating to the ratio of debt to EBITDA, operating performance and minimum net worth. Borrowings under the Revolving Credit Agreement mature in May 2015 and are secured primarily by a pledge of the Company’s ownership interests in its subsidiaries.

     If an event of default under the Revolving Credit Agreement shall occur and be continuing, the commitments under the Revolving Credit Agreement may be terminated and the principal amount outstanding under the Revolving Credit Agreement, together with all accrued unpaid interest and other amounts owing under the Revolving Credit Agreement and related loan documents, may be declared immediately due and payable.

     The foregoing summary of the Revolving Credit Agreement is qualified in its entirety by reference to the text of the Revolving Credit Agreement, which is included as Exhibit 99.1 hereto and incorporated herein by reference.

     On May 28, 2010, the Company also issued 6.04% Senior Secured Notes (the “Notes”) in the aggregate principal amount of $75,000,000 to certain institutional investors in a private placement pursuant to a Note Purchase Agreement (the “Note Purchase Agreement”), by and among the Company and the purchasers party thereto. The Note Purchase Agreement contains covenants customary for agreements of this type, which are substantially similar to the covenants contained in the Revolving Credit Agreement. The Notes are secured primarily by a pledge of the Company’s ownership interests in its subsidiaries. The Note Purchase Agreement also contains customary events of default, the occurrence of which will permit the holders of the Notes to accelerate the amounts due thereunder.

     The entire unpaid principal balance of the Notes will be due and payable on May 28, 2020 with interest due May 28, August 28, November 28 and February 28 of each calendar year. The Company may prepay at any time all or part of the Notes at 100 percent of the principal amount thereof, together with accrued and unpaid interest, plus any applicable make-whole amount. The Company will be required to make quarterly payments on the principal balance beginning on August 28, 2013.

     The foregoing summary of the Note Purchase Agreement is qualified in its entirety by reference to the text of the Note Purchase Agreement, which is included as Exhibit 99.2 hereto and incorporated herein by reference.

Item 1.02. Termination of Material Definitive Agreement.

     The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02. Effective upon the execution of the Revolving Credit Agreement described in Item 1.01 above, the Third Amended and Restated Revolving Credit Agreement, dated July 28, 2006 (the “Third Amended and Restated Credit Agreement”), by and among the Company and various lenders including SunTrust Bank as administrative agent was terminated. Under the terms of the Third Amended and Restated Revolving Credit Agreement, the Company paid at an interest rate equal to, at the Company’s option, the prime rate, LIBOR plus 0.15% to 1.50%, or a combination thereof. The Third Amended and Restated Revolving Credit Agreement contained restrictive covenants, which included covenants related to the ratio of debt to net worth, operating performance and minimum net worth.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     On May 28, 2010, the Company entered into the Revolving Credit Agreement, the material terms and conditions of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

     On May 28, 2010, the Company entered into the Note Purchase Agreement, the material terms and conditions of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure

     The Company issued a press release regarding the Revolving Credit Agreement and the Note Purchase Agreement, dated June 1, 2010, which is attached hereto as Exhibit 99.3.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Revolving Credit Agreement, dated May 28, 2010, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto, (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders.

99.2 Note Purchase Agreement, dated May 28, 2010, by and among AmSurg Corp. and The Prudential Life Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Forethought Life Insurance Company.

99.3 Press release issued by AmSurg Corp. dated June 1, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSURG CORP.
By:	/s/ Claire M. Gulmi Claire M. Gulmi Executive Vice President, Chief Financial Officer and Secretary
	(Principal Financial and Duly Authorized Officer)

Date: June 2, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Revolving Credit Agreement, dated May 28, 2010, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders
99.2	Note Purchase Agreement, dated May 28, 2010, by and among AmSurg Corp. and The Prudential Insurance Company of America, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Forethought Life Insurance Company
99.3	Press release issued by AmSurg Corp. dated June 1, 2010.

EX-99.1

Exhibit 99.1

EXECUTION VERSION

REVOLVING CREDIT AGREEMENT

dated as of May 28, 2010

among

AMSURG CORP.
as Borrower

and

SUNTRUST BANK
as Administrative Agent

and

REGIONS BANK

and
BANK OF AMERICA, N.A.
as Co-Syndication Agents

and

JPMORGAN CHASE BANK, N.A.

and

U.S. BANK, NATIONAL ASSOCIATION
as Co-Documentation Agents

and

THE LENDERS FROM
TIME TO TIME A PARTY HERETO

SUNTRUST ROBINSON HUMPHREY, INC.
REGIONS CAPITAL MARKETS,
a division of Regions Bank

and
BANC OF AMERICA SECURITIES LLC
as Joint Lead Arrangers and Book Managers

TABLE OF CONTENTS

	Page
ARTICLE I            DEFINITIONS; CONSTRUCTION		1
Section 1.1. Definitions		1
Section 1.2. Classifications of Loans and Borrowings		29
Section 1.3. Accounting Terms and Determination		29
Section 1.4. Terms Generally		29
ARTICLE II            AMOUNT AND TERMS OF THE COMMITMENTS		30
Section 2.1. General Description of Facilities		30
Section 2.2. Revolving Loans		30
Section 2.3. Procedure for Revolving Borrowings		30
Section 2.4. Swingline Commitment		31
Section 2.5. Procedure for Swingline Borrowing, Etc.		31
Section 2.6. Funding of Borrowings		32
Section 2.7. Interest Elections		33
Section 2.8. Optional and Mandatory Reductions and Termination of Commitments		34
Section 2.9. Repayment of Loans		35
Section 2.10. Evidence of Indebtedness		35
Section 2.11. Prepayments		36
Section 2.12. Interest on Loans		36
Section 2.13. Fees		37
Section 2.14. Computation of Interest and Fees		38
Section 2.15. Inability to Determine Interest Rates		38
Section 2.16. Illegality		39
Section 2.17. Increased Costs		39
Section 2.18. Funding Indemnity		40
Section 2.19. Taxes		41
Section 2.20. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		43
Section 2.21. Mitigation of Obligations; Replacement of Lenders		44
Section 2.22. Letters of Credit		44
Section 2.23. Increase of Revolving Commitments; Additional Lenders		48
Section 2.24. Replacement of Lenders		50
Section 2.25. Defaulting Lenders		51
ARTICLE III            CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT		53
Section 3.1. Conditions To Effectiveness		53
Section 3.2. Each Credit Event		55
Section 3.3. Delivery of Documents		57

i

TABLE OF CONTENTS
(continued)

	Page
ARTICLE IV            REPRESENTATIONS AND WARRANTIES		57
Section 4.1. Existence; Power		57
Section 4.2. Organizational Power; Authorization		57
Section 4.3. Governmental Approvals; No Conflicts		57
Section 4.4. Financial Statements		57
Section 4.5. Litigation and Environmental Matters		58
Section 4.6. Compliance with Laws and Agreements; Note Purchase Agreement Representations		58
Section 4.7. Investment Company Act, Etc.		58
Section 4.8. Taxes		58
Section 4.9. Margin Regulations		59
Section 4.10. ERISA		59
Section 4.11. Ownership of Property		60
Section 4.12. Disclosure		60
Section 4.13. Labor Relations		60
Section 4.14. Subsidiaries		61
Section 4.15. Personal Holding Company; Subchapter S		61
Section 4.16. Solvency		61
Section 4.17. Foreign Assets Control Regulations, Etc.		61
Section 4.18. OFAC		61
Section 4.19. Capital		62
Section 4.20. Health Care Permits		62
Section 4.21. Health Care Laws		62
Section 4.22. HIPAA		63
ARTICLE V            AFFIRMATIVE COVENANTS		64
Section 5.1. Financial Statements and Other Information		64
Section 5.2. Notices of Material Events		66
Section 5.3. Existence; Conduct of Business		67
Section 5.4. Compliance with Laws, Etc.		67
Section 5.5. Payment of Obligations		67
Section 5.6. Books and Records		67
Section 5.7. Visitation, Inspection, Etc.		67
Section 5.8. Maintenance of Properties; Insurance		68
Section 5.9. Use of Proceeds		68
Section 5.10. Additional Subsidiaries		68
Section 5.11. Security Documents		69
Section 5.12. Health Care		70
Section 5.13. Further Assurances		70
Section 5.14. Covenant to Secure Obligations Equally		70
Section 5.15. Guaranteed Obligations		70

ii

TABLE OF CONTENTS
(continued)

	Page
ARTICLE VI            FINANCIAL COVENANTS		71
Section 6.1. Leverage Ratio		71
Section 6.2. Interest Coverage Ratio		71
Section 6.3. Consolidated Net Worth		71
ARTICLE VII            NEGATIVE COVENANTS		71
Section 7.1. Indebtedness		71
Section 7.2. Negative Pledge		72
Section 7.3. Fundamental Changes		73
Section 7.4. Investments, Loans, Etc.		73
Section 7.5. Restricted Payments		74
Section 7.6. Sale of Assets		75
Section 7.7. Transactions with Affiliates		75
Section 7.8. Restrictive Agreements		75
Section 7.9. Sale and Leaseback Transactions		76
Section 7.10. Hedging Agreements		76
Section 7.11. Amendment to Material Documents		76
Section 7.12. Accounting Changes		77
Section 7.13. Acquisitions		77
Section 7.14. Subsidiaries		77
Section 7.15. ERISA Violation		78
Section 7.16. Government Regulation		78
Section 7.17. Permitted Subordinated Indebtedness		78
Section 7.18. Most Favored Lender Status		78
ARTICLE VIII            EVENTS OF DEFAULT		79
Section 8.1. Events of Default		79
Section 8.2. Application of Proceeds from Collateral		82
Section 8.3. Other Remedies		83
ARTICLE IX            THE ADMINISTRATIVE AGENT		84
Section 9.1. Appointment of Administrative Agent		84
Section 9.2. Nature of Duties of Administrative Agent		84
Section 9.3. Lack of Reliance on the Administrative Agent		85
Section 9.4. Certain Rights of the Administrative Agent		85
Section 9.5. Reliance by Administrative Agent		85
Section 9.6. The Administrative Agent in its Individual Capacity		86
Section 9.7. Successor Administrative Agent		86
Section 9.8. Authorization to Execute other Loan Documents; Collateral		86
Section 9.9. No Other Duties, Etc.		87
Section 9.10. Withholding Tax		88
Section 9.11. Administrative Agent May File Proofs of Claim		88

iii

TABLE OF CONTENTS
(continued)

	Page
ARTICLE X            MISCELLANEOUS		89
Section 10.1. Notices		89
Section 10.2. Waiver; Amendments		91
Section 10.3. Expenses; Indemnification		92
Section 10.4. Successors and Assigns		94
Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process		98
Section 10.6. WAIVER OF JURY TRIAL		98
Section 10.7. Right of Setoff		99
Section 10.8. Counterparts; Integration		99
Section 10.9. Survival		99
Section 10.10. Severability		100
Section 10.11. Confidentiality		100
Section 10.12. Interest Rate Limitation		100
Section 10.13. Waiver of Effect of Corporate Seal		101
Section 10.14. Patriot Act		101
Section 10.15. Independence of Covenants		101
Section 10.16. Replacement Intercreditor Agreement		101

iv

EXHIBITS AND SCHEDULES

Exhibits

Exhibit A — Revolving Credit Note

Exhibit B — Assignment and Acceptance

Exhibit C — Subsidiary Guarantee Agreement

Exhibit D — Indemnity, Subrogation and Contribution Agreement

Exhibit E — Acquisition Approval Letter

Exhibit F — Acquisition Information Package

Exhibit G — Acquisition Pro Forma

Exhibit H — Swingline Note

Schedules

Schedule 1.1(a) Existing Letters of Credit

Schedule 1.1(b) Revolving Commitments

Schedule 2.3 — Notice of Revolving Borrowing

Schedule 2.7 — Form of Conversion/Continuation

Schedule 3.1(c)(vii) — Form of Secretary’s Certificate

Schedule 4.5 — Litigation and Environmental Matters

Schedule 4.14 — Subsidiaries

Schedule 5.1(c) — Compliance Certificate

Schedule 7.1 — Outstanding Indebtedness

Schedule 7.2 — Existing Liens

Schedule 7.4 — Existing Investments

Schedule 7.8 — Restrictive Agreements

v

REVOLVING CREDIT AGREEMENT

          THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2010, by and among AMSURG CORP., a Tennessee corporation (“Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent” or “Agent”).

W I T N E S S E T H:

     WHEREAS, the Borrower, certain lenders and SunTrust Bank, as administrative agent, are parties to that certain Third Amended and Restated Revolving Credit Agreement dated as of July 28, 2006 (as amended or otherwise modified through the date hereof, the “Existing Credit Agreement”);

     WHEREAS, Borrower has requested that the Lenders, the Issuing Bank and the Swingline Lender establish a $375,000,000 revolving credit facility in favor of Borrower to refinance the Existing Credit Agreement and for the other purposes permitted herein;

     WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, the Issuing Bank and the Swingline Lender are willing to establish the requested revolving credit facility, letter of credit subfacility and the swingline subfacility in favor of Borrower.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

          Section 1.1. Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

     “Acquisition” shall mean the acquisition by Borrower of a controlling ownership interest in any existing ambulatory surgery center(s), through the formation of a Subsidiary or otherwise.

     “Acquisition Approval Letter” shall mean a letter executed by Borrower, the Administrative Agent and the Required Lenders pursuant to Section 7.13(b) in the form of Exhibit E.

     “Acquisition Information Package” shall mean information delivered by Borrower to Administrative Agent and Lenders pursuant to Section 7.13(a) and (b) in the form of Exhibit F.

     “Acquisition Pro Forma”, as used in Exhibit F hereto, shall mean a pro forma statement in the form of and containing the information shown on Exhibit G hereto.

     “Additional Commitment Amount” shall have the meaning set forth in Section 2.23(a).

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     “Additional Covenant” shall mean any affirmative or negative covenant or similar restriction that is contained in any of the Private Placement Documents and is applicable to any Loan Party (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in Articles V, VI or VII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Private Placement Indebtedness (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in Articles V, VI or VII of this Agreement, or related definitions in Section 1.1 of this Agreement.

     “Additional Default” shall mean any provision contained in any Private Placement Document which permits the holder or holders of the Private Placement Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires any Loan Party to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth herein or is more beneficial to the holder or holders of the Private Placement Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive, has a shorter grace period or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

     “Additional Lender” shall have the meaning set forth in Section 2.23(b).

     “Adjusted LIBO Rate” shall mean, with respect to each Interest Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage.

     “Administrative Agent” or “Agent” shall have the meaning assigned to such term in the introductory paragraph hereof and any successor appointed pursuant to the provisions of Section 9.7 herein.

     “Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by each Lender.

     “Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

     “Aggregate Revolving Commitments” shall mean the sum of the Revolving Commitments of all Lenders at any time outstanding. As of the date hereof, the Aggregate Revolving Commitments equal $375,000,000.

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     “Agreement” shall mean this Revolving Credit Agreement (including all exhibits hereto), as the same may be amended, restated, modified, or supplemented from time to time in accordance with the terms hereof.

     “Ancillary Credit Exposure” shall mean, collectively, all Hedging Obligations owed to Hedge Providers and all Bank Product Obligations owed to Bank Product Providers, including all agreements related thereto, in each case if and only for so long as all security therefor also secures all amounts owed under the Loan Documents.

     “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the lending office of such Lender (or an Affiliate of such Lender) designated for such Type of Loan in the Administrative Questionnaire submitted by such Lender or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained.

     “Applicable Margin” shall mean, as of any date, with respect to the Letter of Credit Fee, the Commitment Fee and all Revolving Loans outstanding on such date, a percentage per annum determined by reference to the applicable Leverage Ratio in effect on such date in accordance with the table set forth immediately below, provided, that a change in the Applicable Margin resulting from a change in the Leverage Ratio shall be effective on the second Business Day after which the Borrower delivers the financial statements required by Section 5.1(a) or Section 5.1(b) and the Compliance Certificate required by Section 5.1(c); provided further, that if at any time the Borrower shall have failed to deliver such financial statements and such Compliance Certificate when so required, the Applicable Margin shall be at Level V as set forth immediately below until such time as such financial statements and Compliance Certificate are delivered, at which time the Applicable Margin shall be determined as provided above. Notwithstanding the foregoing, the Applicable Margin from the Closing Date until the financial statements and Compliance Certificate for the Fiscal Quarter ending June 30, 2010 are required to be delivered shall be at Level III as set forth immediately below.

		Applicable			Applicable
		Margin for			Margin for
Pricing	Leverage	Eurodollar			Base Rate			Commitment			Letter of
Level	Ratio	Loans			Loans			Fees			Credit Fees
I	Less than 1.50:1.00		2.25	%		1.25	%		0.25	%		2.25	%
II	Less than 2.00:1.00		2.50	%		1.50	%		0.375	%		2.50	%
	but greater than or equal to 1.50:1.00
III	Less than 2.50:1.00		2.75	%		1.75	%		0.50	%		2.75	%
	but greater than or equal to 2.00:1.00

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		Applicable			Applicable
		Margin for			Margin for
Pricing	Leverage	Eurodollar			Base Rate			Commitment			Letter of
Level	Ratio	Loans			Loans			Fees			Credit Fees
IV	Less than 3.00:1.00		3.00	%		2.00	%		0.50	%		3.00	%
	but greater than or equal to 2.50:1.00
V	Greater than or		3.50	%		2.50	%		0.625	%		3.50	%
	equal to 3.00:1.00

     “Approved Fund” shall mean any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

     “Arrangers” shall mean, collectively, SunTrust Robinson Humphrey, Inc., Regions Capital Markets, a division of Regions Bank, and Banc of America Securities LLC.

     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit B attached hereto or any other form approved by the Administrative Agent.

     “Availability Period” shall mean the period from the Closing Date to the Maturity Date.

     “Bank Product Amount” shall have the meaning set forth in the definition of “Bank Product Provider”.

     “Bank Product Obligations” shall mean, collectively, all obligations and other liabilities of the Loan Parties to Bank Product Providers incurred with respect to Bank Products.

     “Bank Product Provider” means any Person that, at the time it provides any Bank Products to any Loan Party, (i) is a Lender or an Affiliate of a Lender, (ii) has been designated by the Borrower in writing to the Administrative Agent as a “Bank Product Provider” under this Agreement and (iii) in a writing executed by such Person and the Borrower has provided the Administrative Agent with (x) a description of such Bank Product, (y) the maximum dollar amount of obligations arising thereunder (the “Bank Product Amount”) and (z) the methodology to be used by such parties in determining the obligations under such Bank Product from time to time. In no event shall any Bank Product Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Bank Products except that each reference to the term “Lender” in Article IX and Section 10.4 shall be deemed to include such Bank Product Provider, and in no event shall the approval of any such Person in its capacity as Bank Product Provider be required in connection with the release or termination of any security interest or Lien of the Administrative Agent in the Collateral. The Bank Product Amount may be changed from time to time upon written notice to the Administrative Agent by the applicable

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Bank Product Provider and the Borrower. No Bank Product Amount may be established at any time that a Default or Event of Default exists.

     “Bank Products” shall mean, collectively, any of the following services provided to any Loan Party by any Bank Product Provider: (a) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, investment accounts and securities accounts, and (b) card services, including credit card (including purchasing card and commercial card), prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services.

     “Base Rate” shall mean the highest of (i) the per annum rate which the Administrative Agent publicly announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum and (iii) the Adjusted LIBO Rate determined on a daily basis for an Interest Period of one (1) month, plus one percent (1.00%) per annum. The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate. Each change in any of the rates described above in this definition shall be effective from and including the date such change is announced as being effective.

     “Base Rate Borrowing” shall mean a Borrowing with interest accruing on said Borrowing at the Base Rate, as elected by Borrower.

     “Base Rate Loan” shall mean a Loan with interest accruing on said Loan at the Base Rate, as elected by Borrower.

     “Borrower” shall have the meaning in the introductory paragraph hereof.

     “Borrowing” shall mean a borrowing consisting of (i) Loans of the same Class and Type, made, converted or continued on the same date and in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (ii) a Swingline Loan.

     “Breach” means a breach of unsecured Protected Health Information under 45 C.F.R. Part 164, Subpart D.

     “Business Day” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Nashville, Tennessee or Atlanta, Georgia are authorized or required by law to close and (ii) if such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a conversion of or into, or an Interest Period for, a Eurodollar Loan or a notice with respect to any of the foregoing, any day on which banks are open for dealings in dollar deposits in the London interbank market.

     “Capital Expenditures” shall mean for any period, without duplication, (i) all expenditures for property, plant and equipment and other capital expenditures of the Borrower and its Subsidiaries that

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are (or would be) set forth as capital expenditures on a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries during such period.

     “Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

     “Cash Collateralize” shall mean, in respect of any obligations, to provide and pledge (as a first priority perfected security interest) cash collateral for such obligations in Dollars (in amounts, unless otherwise specified herein, equal to 100% of such obligations), with a depository institution, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent (and “Cash Collateralization” has a corresponding meaning).

     “Change in Control” means the occurrence of one or more of the following events: (i) any Person or two or more Persons acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of Borrower (or other securities convertible into such securities) representing 40% or more of the combined voting power of all securities of Borrower entitled to vote in the election of directors; or (ii) individuals who at the beginning of this Agreement were directors of Borrower ceasing for any reason to constitute a majority of the Board of Directors of Borrower unless the Persons replacing such individuals were nominated by the Board of Directors of Borrower; or (iii) any Person or two or more Persons acting in concert acquiring by contract or otherwise, or entering into a contract or arrangement which upon consummation will result in its or their acquisition of, or control over, securities of Borrower (or other securities convertible into such securities) representing 40% or more of the combined voting power of all securities of Borrower entitled to vote in the election of directors.

     “Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of Section 2.17(b), by the parent corporation of such Lender or the Issuing Bank, if applicable) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

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     “Claim” means any action, suit, claim, lawsuit, demand, inquiry, hearing, investigation, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeals or other dispute, whether civil, criminal, administrative or otherwise.

     “Class” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans and when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a Swingline Commitment.

     “Closing Date” shall mean the date on which the conditions precedent set forth in Section 3.1 and Section 3.2 have been satisfied or waived in accordance with Section 10.2.

     “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

     “Collateral” shall mean all property and assets of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

     “Collateral Agent” shall mean SunTrust Bank, together with any successors or assigns, in its capacity as “Collateral Agent” under and as defined in the Intercreditor Agreement.

     “Commitment” shall mean a Revolving Commitment and the Swingline Commitment or any combination thereof (as the context shall permit or require).

     “Commitment Fee” shall have the same meaning set forth in Section 2.13(b).

     “Compliance Certificate” shall mean a certificate from the principal executive officer or the principal financial officer of Borrower in form and substance (including certifications therein) reasonably satisfactory to the Administrative Agent.

     “Consolidated Interest Expense” shall mean, for the Borrower and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total cash interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).

     “Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Borrower and its Subsidiaries with respect to leases of real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

     “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (1) any gains attributable to write-ups of assets, (2) any equity interest of the Borrower or any Subsidiary in the unremitted earnings of any Non-Consolidated Entity and (3) any extraordinary gains or losses.

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     “Consolidated Net Worth” shall mean, as of any date, (a) the total assets of the Borrower and its Subsidiaries that would be reflected as such on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP, minus (b) the sum of (i) the total liabilities of the Borrower and its Subsidiaries that would be reflected on the Borrower’s consolidated balance sheet as of such date prepared in accordance with GAAP, (ii) Non-Controlling Interests, and (iii) the amount of any write-up in the book value of any assets resulting from a revaluation thereof or any write-up in excess of the cost of such assets acquired reflected on the consolidated balance sheet of the Borrower as of such date prepared in accordance with GAAP. For purposes of determining Consolidated Net Worth, any non-cash charges taken for the impairment of goodwill in accordance with FASB ASC 350 shall be excluded.

     “Consolidated Statements of Earnings” shall mean the consolidated statements of earnings provided by Borrower to the Administrative Agent as part of its consolidated balance sheets delivered pursuant to Section 5.1 herein.

     “Consolidated Statements of Operations Data” shall mean such information delivered by Borrower pursuant to Section 5.1(e) hereof setting forth information on the operations of the developed surgery centers and related activities for the Borrower and its Subsidiaries all in a format reasonably acceptable to the Administrative Agent.

     “Consolidated Total Debt” shall mean, as of any date, all Indebtedness of the Borrower and its Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in subsection (x) of the definition thereto.

     “Control” shall mean the power, directly or indirectly, either to (i) vote 10% or more of securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” have meanings correlative thereto.

     “Debt Basket Amount” means Indebtedness of the Borrower or its Subsidiaries not to exceed an aggregate principal amount of $40,000,000, which total permitted amount shall be increased each calendar year during the term of this Agreement by $5,000,000, and for clarity, the total Debt Basket Amount shall not exceed: (i) for the period from the Closing Date through May 27, 2011, $40,000,000; (ii) for the period from May 28, 2011 through May 27, 2012, $45,000,000; (iii) for the period from May 28, 2012 through May 27, 2013, $50,000,000; (iv) for the period from May 28, 2013 through May 27, 2014, $55,000,000; and (v) for the period from May 28, 2014 through May 27, 2015, $60,000,000.

     “Debt Issuance” means unsecured Indebtedness of Borrower or any consolidated Subsidiary in the form of senior notes or other publicly or privately placed Indebtedness.

     “Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

     “Default Interest” shall have the meaning set forth in Section 2.12(c).

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     “Default Rate” shall be applicable after any Event of Default has occurred and is continuing, and shall mean that the otherwise then applicable rates and any letter of credit fees shall be increased by two percent (2%) per annum; provided that, for any Eurodollar Loan, at the end of the applicable Interest Period, interest shall accrue at the Base Rate plus the Applicable Margin plus two percent (2%) per annum.

     “Defaulting Lender” shall mean, at any time, a Lender as to which the Administrative Agent has notified the Borrower that (i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Loan, make a payment to the Issuing Bank in respect of a Letter of Credit and/or make a payment to the Swingline Lender in respect of a Swingline Loan (each a “funding obligation”), (ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any such funding obligation hereunder or has defaulted on its funding obligations under any other loan agreement, credit agreement or similar or other financing agreement unless such Lender’s failure is based on such Lender’s reasonable and good faith determination that the conditions precedent to funding such obligation have not been satisfied and such Lender has notified the Administrative Agent in writing of the same, (iii) such Lender has, for three or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder , or (iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

     “Developed Center Information Package” shall mean such information delivered pursuant to Section 5.1(f) hereof setting forth information on Borrower’s surgery centers under development all in a format reasonably acceptable to the Administrative Agent.

     “Disposition” (or similar words such as “Dispose”) shall mean any sale, transfer, lease, contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of the Borrower’s or any Subsidiaries’ assets (including accounts receivable and Equity Interests of Subsidiaries, but excluding cash) to any other Person (other than to a Wholly Owned Subsidiary) in a single transaction or series of transactions; for the avoidance of doubt, a Disposition shall include each of the transactions contemplated by Section 7.6 (whether or not permitted thereby).

     “Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

     “EBITDA” shall mean, for the Borrower and its Subsidiaries on a consolidated basis for any period, an amount equal to the sum of Consolidated Net Income for such period plus, without duplication, and to the extent deducted in computing Consolidated Net Income for such period, the sum of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, in each case determined on a consolidated basis in accordance with GAAP; (d) to the extent applicable, stock option compensation costs applicable under (and calculated in accordance with) FASB ASC 718; and (e) all non-cash charges for such period taken for the impairment of goodwill in accordance with FASB ASC 350, but excluding any non-cash charge that will result in a cash charge in a future period; provided, however, with respect to any Person that became a Subsidiary of, or was merged with or consolidated into, the Borrower or any Wholly Owned Subsidiary during such period, “EBITDA” shall also include the EBITDA of such Person during such period and prior to the date of

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such acquisition, merger or consolidation; and provided, further, with respect to any Person that ceased to be a Subsidiary, or was the subject of a Disposition during any measurement period, “EBITDA” shall not include the EBITDA of such Person for such measurement period, such calculations under this proviso to be detailed with supporting documentation and measured to the Administrative Agent’s reasonable satisfaction.

     “Eligible Transferee” shall mean (a) a Lender; (b) an Affiliate of a Lender or, with respect to any Lender that is an investment fund that invests in commercial loans, any fund that invests in bank loans and is managed by the same investment advisor as such Lender; and (c) any other Person approved by the Administrative Agent and, unless a Default or Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 10.4, the Borrower (such approval not to be unreasonably withheld or delayed by the Borrower and such approval to be deemed given by the Borrower if no objection is received by the assigning Lender and the Administrative Agent from the Borrower within ten (10) Business Days after notice of such proposed assignment has been received by the Borrower); provided, however, that neither a Borrower nor an Affiliate of a Borrower shall qualify as an Eligible Transferee.

     “Employee Benefit Plan” shall have that meaning as defined in Section 3(3) of ERISA and for which the Borrower or an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by the Borrower or its ERISA Affiliates or on behalf of beneficiaries of such participants.

     “Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

     “Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “Equity Interests” means, with respect to any Person, any and all shares, partnership, joint venture or other interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Closing Date.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute including any regulations promulgated thereunder.

     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or,

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solely for the purposes of Section 303 of ERISA and Section 430 of the Code, is treated as a single employer under Section 414 of the Code.

     “ERISA Event” shall mean with respect to the Borrower or any ERISA Affiliate, (i) any “reportable event”, as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the failure of the Borrower or any ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Plan or the imposition of a Lien in favor of a Plan with respect to such contribution; (iii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition of an Lien in favor of the PBGC under Title IV of ERISA; (v) the receipt from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (vii) the incurrence of any liability with respect to the withdrawal or partial withdrawal from any Plan including the withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (viii) or the incurrence of any Withdrawal Liability with respect to any Multiemployer Plan; (ix) the receipt of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); or (x) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA).

     “Eurodollar” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

     “Eurodollar Borrowing” shall mean a Borrowing with interest accruing on said Borrowing at the Adjusted LIBO Rate, as elected by Borrower.

     “Eurodollar Loan” shall mean a Loan with interest accruing on said Loan at the Adjusted LIBO Rate, as elected by Borrower.

     “Eurodollar Reserve Percentage” shall mean the aggregate of the maximum reserve percentages (including, without limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal functions) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender

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under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

     “Event of Default” shall have the meaning provided in Article VIII.

     “Excluded Taxes” shall mean with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income, franchise, or other taxes imposed on (or measured by) its net income by the United States of America or any other Governmental Authority, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Lender is located and (c) in the case of a Foreign Lender, any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes, or (iii) is attributable to such Foreign Lender’s failure to comply with Section 2.19(e).

     “Excluded Subsidiary” shall have the meaning given such term in the last paragraph of Section 8.1.

     “Existing Letters of Credit” means the letters of credit issued and outstanding under the Existing Credit Agreement as set forth on Schedule 1.1(a).

     “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

     “Federal Health Care Programs” shall mean those programs defined 42 U.S.C. §1320a-7b(f) and the Federal Employee Health Benefit Program, 5 U.S.C. § 8901, et seq.

     “Fiscal Quarter” shall mean any fiscal quarter of the Borrower.

     “Fiscal Year” shall mean any fiscal year of the Borrower.

     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent.

     “Fee Letters” shall mean, collectively: (i) that certain Fee Letter dated April 1, 2010 between the Borrower and SunTrust Robinson Humphrey, Inc.; (ii) that certain Fee Letter dated April 7, 2010 between the Borrower and Regions Capital Markets, a division of Regions Bank; and (iii) that certain Fee Letter dated April 8, 2010 between the Borrower and Banc of America Securities LLC.

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     “Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that of the Borrower. For purposes of this definition, the United States of America or any State thereof or the District of Columbia shall constitute one jurisdiction.

     “Four-Quarter Period” means a period of four full consecutive Fiscal Quarters, taken together as one accounting period and, unless set forth herein to the contrary, shall mean the previous four Fiscal Quarters ending on, or most recently ended prior to, the date of computation thereof.

     “GAAP” shall mean generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”) applied on a consistent basis and subject to the terms of Section 1.3.

     “Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guarantee issued in support of such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

     “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

     “Health Care Laws” shall mean Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute), including specifically, the Ethics in Patient Referrals Act, as amended (the “Stark Law”), 42 U.S.C. § 1395nn; Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute); the Federal Health Care Program Anti-Kickback Statute, 42 U.S.C. §

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1320a-7b(b); the False Claims Act, 31 U.S.C. §§ 3729-3733 (as amended); the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; the Anti-Kickback Act of 1986, 41 U.S.C. §§ 51-58; the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the Exclusion Laws, 42 U.S.C. § 1320a-7; HIPAA; and all applicable implementing regulations, rules, ordinances, judgments, and orders; and any similar state and local statutes, regulations, rules, ordinances, judgments, and orders; and all applicable federal, state, and local licensing, certificate of need, regulatory and reimbursement, corporate practice of medicine, and physician fee splitting regulations, rules, ordinances, orders, and judgments applicable to healthcare service providers providing the items and services that the Borrower and its Subsidiaries provide.

     “Health Care Permits” shall mean all permits, licenses, registrations, certificates, orders, qualifications, accreditations, rights, authorizations or approvals required by any Governmental Authority or other Person that are applicable to healthcare service providers providing the items and services that the Borrower and its Subsidiaries provide.

     “Health Care Provider” means any physician, nurse, physician assistant, nurse practitioner, technician or allied health care provider who provides services as an employee or independent contractor of a Subsidiary, receives compensation for such services from such Subsidiary, and does not submit a claim or receive payment for such services from any third party payor, including Federal Health Care Programs, unless such payment is assigned to such Subsidiary. Health Care Provider shall not include any independent physician who performs patient care services in a facility operated by a Subsidiary and receives payment from third party payors as his/her sole compensation for such services.

     “Hedge Provider” shall mean any Person that, at the time it enters into a Hedging Transaction with any Loan Party, (i) is a Lender or an Affiliate of a Lender, (ii) has been designated by the Borrower in writing to the Administrative Agent as a “Hedge Provider” under this Agreement and (iii) in a writing executed by such Person and the Borrower has provided the Administrative Agent with (x) a description of such Hedging Transaction, and (y) the methodology to be used by such parties in determining the obligations under such Hedging Transaction from time to time. In no event shall any Hedge Provider acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to Hedging Obligations except that each reference to the term “Lender” in Article IX and Section 10.4 shall be deemed to include such Hedge Provider. In no event shall the approval of any such Person in its capacity as Hedge Provider be required in connection with the release or termination of any security interest or Lien of the Administrative Agent in the Collateral.

     “Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

     “Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign

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exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

     “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d-1329d-8, as amended by the HITECH Act, and any and all regulations adopted or promulgated thereunder.

     “HITECH Act” means by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-5.

     “Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of Section 8.1(f), trade payables overdue by more than one hundred twenty (120) days shall be included in this definition (except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above and clause (x) below, excluding Guarantees of shareholders’ equity or Capital Stock or surplus or general contingency or deferred tax reserves, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (x) all Hedging Obligations, (xi) Off-Balance Sheet Liabilities, and (xii) any obligation under asset securitization vehicles. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

     “Indemnified Taxes” shall mean Taxes relating to the indebtedness evidenced hereby, all Loans made hereunder, and all payments to be made by Borrower hereunder, other than Excluded Taxes.

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     “Indemnity and Contribution Agreement” shall mean the Indemnity, Subrogation and Contribution Agreement of even date herewith, substantially in the form of Exhibit D, among the Borrower, the Wholly Owned Subsidiaries and the Administrative Agent.

     “Information Memorandum” shall mean the Confidential Information Memorandum dated April, 2010 relating to the Borrower, its Subsidiaries, and the transactions contemplated by this Agreement and the other Loan Documents.

     “Intercreditor Agreement” shall mean (i) that certain Collateral Sharing Agreement of even date herewith among SunTrust Bank, as Collateral Agent, and each of the “Creditors” party thereto and (ii) any replacement collateral sharing or intercreditor agreement entered into after the date hereof among holders of notes under any replacement note purchase agreement, the Collateral Agent each of the Lenders.

     “Intercompany Loan” shall mean any loan from the Borrower or any Wholly Owned Subsidiary to any Subsidiary.

     “Interest Period” shall mean (a) with respect to any Eurodollar Borrowing, a period of one, two, three or six months, and (b) with respect to a Swingline Loan, a period of such duration not to exceed thirty (30) days, as the Borrower may request and the Swingline Lender may agree in accordance with Section 2.5; provided that:

     (i) the initial Interest Period for such Borrowing shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of another Type) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

     (ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless, in the case of a Eurodollar Borrowing, such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

     (iii) any Interest Period in respect of a Eurodollar Borrowing which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month; and

     (iv) no Interest Period may extend beyond the Swingline Termination Date or the Maturity Date, as the case may be.

     “Investments” shall have the meaning as set forth in Section 7.4.

     “Issuing Bank” shall mean (i) SunTrust Bank and (ii) each other Lender that (x) agrees with the Borrower to issue Letters of Credit in accordance with, and subject to the terms and conditions of, this Agreement and (y) is approved by the Administrative Agent (such approval not to be unreasonably withheld) on terms and conditions mutually acceptable to such other Lender and the Administrative Agent, in each case in its capacity as an issuer of Letters of Credit pursuant to Section 2.22.

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     “LC Commitment” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit, which portion is in an aggregate face amount equal to $10,000,000.

     “LC Disbursement” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

     “LC Documents” shall mean all applications, agreements and instruments relating to the Letters of Credit (but excluding the Letters of Credit).

     “LC Exposure” shall mean, at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total LC Exposure at such time.

     “Lender Insolvency Event” shall mean that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, custodian or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment, or (iii) a Lender or its Parent Company has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt, a Lender Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interest in or control of a Lender or its Parent Company by a Governmental Authority.

     “Lenders” shall have the meaning assigned to such term in the opening paragraph of this Agreement and shall include, where appropriate, the Swingline Lender and each Additional Lender that becomes a party to this Agreement pursuant to Section 2.23.

     “Lenders’ Share of Net Disposition Proceeds” shall mean, with respect to any prepayment required pursuant to Section 2.11(b), as determined on the date of the relevant Disposition, an amount equal to the sum of (A) the amount resulting from multiplying the Net Disposition Proceeds from such Disposition times the quotient of (i) the aggregate amount of Revolving Commitments on such date (or, if the Revolving Commitments have been terminated in accordance with Section 8.1 as of such date, the aggregate amount of the Revolving Credit Exposure) divided by (ii) the sum of (x) the amount set forth in clause (i) above plus (y) the aggregate outstanding principal amount of the Private Placement Indebtedness as of such date plus (B) the amount available to be applied to prepayments hereunder pursuant to paragraph 4G(vii) of the Note Purchase Agreement (as in effect on the Closing Date) or otherwise not required to prepay Private Placement Indebtedness pursuant to the terms of paragraph 4G of the Note Purchase Agreement.

     “Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.22 by the Issuing Bank for the account of the Borrower pursuant to the LC Commitment and the Existing Letters of Credit.

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     “Letter of Credit Fee” shall mean the same meaning as set forth in Section 2.13(c).

     “Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt to (ii) EBITDA for the Four-Quarter Period at the time of determination.

     “LIBOR” shall mean, for any Interest Period with respect to a Eurodollar Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London, England time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, LIBOR shall be, for any Interest Period, the rate per annum reasonably determined by the Administrative Agent as the rate of interest at which Dollar deposits in the approximate amount of the Eurodollar Loan comprising part of such borrowing would be offered by the Administrative Agent to major banks in the London interbank Eurodollar market at their request at or about 10:00 a.m. two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.

     “Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference or priority having the practical effect of a security interest or any other security agreement or preferential arrangement having the practical effect of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

     “Loan Documents” shall mean, collectively, this Agreement, the Notes, the LC Documents, all Notices of Borrowing, the Subsidiary Guarantee Agreement, the Indemnity and Contribution Agreement, the Security Documents, the Intercreditor Agreement, and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

     “Loan Parties” shall mean the Borrower and the Wholly Owned Subsidiaries.

     “Loans” shall mean all Revolving Loans and Swingline Loans in the aggregate or any of them, as the context shall require.

     “Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, operations, liabilities (contingent or otherwise) or prospects of the Borrower and of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Loan Parties to perform any of their respective obligations under the Loan Documents, (iii) the rights and remedies of the Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

     “Material Contract” shall mean any contract, or group of related contracts or other arrangements (other than the Loan Documents and the Private Placement Documents) to which the

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Borrower or any Subsidiary is a party as to which the breach, nonperformance, termination, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

     “Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit) of the Borrower or any of its Subsidiaries, individually or in an aggregate committed or outstanding principal amount exceeding $4,000,000.

     “Material Sale” means (i) with respect to any proposed sale or other disposition of a surgery center during any Fiscal Year, such surgery center, together with all other surgery centers sold or otherwise disposed of during such Fiscal Year (x) accounts for 5% or more of the EBITDA of the Borrower and its Subsidiaries, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.1(a) or (y) represents 5% or more of the aggregate number of surgery centers of the Borrower and its Subsidiaries in existence as of the most recently ended Fiscal Year and (ii) with respect to any proposed sale or other disposition of a surgery center after the Closing Date, such surgery center, together with all other surgery centers sold or otherwise disposed of after the Closing Date (x) accounts for 15% or more of the EBITDA of the Borrower and its Subsidiaries, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.1(a) or (y) represents 15% or more of the aggregate number of surgery centers of the Borrower and its Subsidiaries in existence as of the most recently ended Fiscal Year. For purposes of this definition, a sale or other disposition of a surgery center shall include any sale or disposition, whether effected by way of an asset sale or the sale of Equity Interests of any Person owing or operating a surgery center.

     “Maturity Date” shall mean the earliest of (i) May 27, 2015, (ii) the date on which the Revolving Commitments are terminated pursuant to Section 2.8, and (iii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable.

     “Medicare and Medicaid Programs” shall have the meaning set forth in Section 4.20(a).

     “Minority Investment Amount” means (i) $20,000,000 during any period of twelve (12) consecutive months or (ii) during the term of this Agreement, an amount equal to ten percent (10%) of the Borrower’s consolidated total assets, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.1(a).

     “Moody’s” shall mean Moody’s Investors Service, Inc.

     “Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

     “Net Debt Issuance Proceeds” means with respect to any Debt Issuance, the excess of (a) the gross cash proceeds received by the Borrower and any of its Subsidiaries, from such Debt Issuance, over (b) all reasonable and customary legal, brokerage and commitment fees and expenses incurred in connection with such Debt Issuance.

     “Net Disposition Proceeds” means, with respect to any Disposition, the excess of (a) the gross cash proceeds received by the Borrower or any Subsidiary from such Disposition and any cash

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payment received in respect of promissory notes or other non-cash consideration delivered to such party in respect thereof, over (b) the sum of (i) all reasonable and customary legal, investment banking, brokerage and accounting fees and expenses incurred in connection with such Disposition, (ii) all Taxes actually paid or estimated by such party to be payable in cash within the next twelve (12) months in connection with such Disposition, (iii) payments made by such party to retire Indebtedness (other than the Loans or the issuance of any Letter of Credit or the Private Placement Indebtedness) where payment of such Indebtedness is required in connection with such Disposition, and (iv) amounts attributable to Non-Controlling Interests; provided that if the amount of any estimated Taxes pursuant to clause (ii) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Disposition Proceeds.

     “Net Equity Proceeds” means, with respect to the sale or issuance by Borrower or any of its Subsidiaries to any Person of any common stock, warrants or options or the exercise of any such warrants or options, the excess of (a) the gross cash proceeds received by Borrower or its Subsidiaries from such sale, exercise or issuance, over (b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements actually incurred in connection with such sale or issuance which have not been paid to Affiliates of the Borrower or any Subsidiary, as applicable, in connection therewith.

     “Net Mark-to-Market Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

     “Non-Consolidated Entity” shall mean each Person in which the Borrower or any of its Subsidiaries owns, directly or indirectly, Capital Stock other than Subsidiaries.

     “Non-Controlling Interests” means that amount depicted from time to time on Borrower’s most current consolidated balance sheet as “Noncontrolling interests” so long as such is calculated on a consistent basis and in accordance with GAAP.

     “Non-Defaulting Lender” shall mean, at any time, any Lender that is not a Defaulting Lender or a Potential Defaulting Lender.

     “Note Purchase Agreement” shall mean that certain Note Purchase Agreement dated as of May 28, 2010 among the Borrower, The Prudential Life Insurance Company of America and the other Purchasers listed on Schedule A attached thereto, as amended, restated, supplemented or otherwise modified from time to time.

     “Notes” shall mean, the Revolving Credit Notes (as applicable) and the Swingline Note.

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     “Notice of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing and the Notices of Swingline Borrowing.

     “Notice of Conversion/Continuation” shall mean the notice given by the Borrower to the Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing as provided in Section 2.7(b) hereof.

     “Notice of Revolving Borrowing” shall have the meaning as set forth in Section 2.3.

     “Notice of Swingline Borrowing” shall have the meaning as set forth in Section 2.5.

     “Obligations” shall mean (a) all amounts owing by the Loan Parties to the Administrative Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection with this Agreement or any other Loan Document or otherwise with respect to any Loan or Letter of Credit, including, without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all reasonable fees and expenses of counsel to the Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred, or required to be reimbursed, by the Borrower, in each case, pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, and (b) all Ancillary Credit Exposure and all reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and expenses incurred, or required to be reimbursed, by the Borrower or other Loan Parties pursuant to the agreements referred to in the definition of all Ancillary Credit Exposure, whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising thereunder, together with, all renewals, extensions, modifications or refinancings of any of the foregoing in clauses (a) and (b) above.

     “OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

     “Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

     “Other Investments” shall mean Investments other than Permitted Investments and Investments identified in Section 7.4(a) through (e) herein.

     “Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, but specifically excluding all Excluded Taxes.

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     “Parent Company” shall mean, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

     “Participant” shall have the meaning set forth in Section 10.4(c).

     “Patriot Act” shall have the meaning set forth in Section 10.14.

     “Payment Office” shall mean the office of the Administrative Agent located at 303 Peachtree Street, Atlanta, Georgia 30303, or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

     “Permitted Encumbrances” shall mean:

     (i) Liens imposed by law for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;

     (ii) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by operation of law in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

     (iii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

     (iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

     (v) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

     (vi) easements, zoning restrictions, restrictive covenants, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole; and

     (vii) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other

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financial institutions where Borrower or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business;

provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

     “Permitted Investments” shall mean:

     (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

     (ii) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof;

     (iii) certificates of deposit, bankers’ acceptances and time deposits maturing within one hundred eighty (180) days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $1,000,000,000;

     (iv) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above;

     (v) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above; and

     (vi) funds held in the grantor trust properly established by Borrower (which shall be subject to the claims of Lenders and general creditors of Borrower) for the non-qualified deferred compensation plan adopted by Borrower entitled the AmSurg Supplemental Executive Retirement Savings Plan (the “Rabbi Trust”), provided that the funds in the Rabbi Trust must be invested solely in any one or more of the Permitted Investments described in clauses (i) through (v) above.

     “Permitted Subordinated Debt” shall mean any Indebtedness of the Borrower or any Subsidiary (i) that is expressly subordinated to the Obligations on terms satisfactory to the Administrative Agent and the Required Lenders in their sole discretion, (ii) that matures by its terms no earlier than six months after the later of the Maturity Date then in effect, (iii) with scheduled principal payments in amounts (if any) and subject to such conditions as may be approved by the Administrative Agent and the Required Lenders in their sole discretion, and (iv) that is evidenced by an indenture or other similar agreement that is in a form satisfactory to the Administrative Agent and the Required Lenders.

     “Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

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     “Plan” shall mean any Employee Benefit Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate either (i) maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them (or on behalf of beneficiaries of such participants, to the extent applicable) or (ii) is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or a “contributing sponsor” (as defined in ERISA Section 4001(a)(13).

     “Pledge Agreement” shall mean any pledge and security agreement in form and substance satisfactory to Administrative Agent, whereby the Borrower and each of its presently existing and hereafter acquired Wholly Owned Subsidiaries pledge and grant to the Collateral Agent a first priority perfected security interest in Borrower’s and each Wholly Owned Subsidiary’s presently existing and hereafter acquired right title, and interest in and to any Subsidiary (excluding Subsidiaries specified in Section 5.10(e)), including without limitation, all partnership interests, limited liability company interests, distributions, payments, general intangibles, accounts, payment intangibles and other tangible and intangible property arising out of or in connection with such Subsidiary and all investment property and financial assets related to such Subsidiary contributed to any account held for the benefit of the Collateral Agent and the other secured parties; provided that each such pledge and security agreement shall be subject to the Release Provision and to any other limitations, qualifications and exclusions set forth in such pledge and security agreement. Applicable UCC financing statements, as required, shall be filed along with each Pledge Agreement.

     “Potential Defaulting Lender” shall mean, at any time, a Lender (i) as to which the Administrative Agent has notified the Borrower that an event of the kind referred to in the definition of “Lender Insolvency Event” has occurred and is continuing in respect of any financial institution affiliate of such Lender, (ii) that has (or its Parent Company or a financial institution affiliate thereof has) notified the Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement or credit agreement or other similar/other financing agreement or (iii) that has, or whose Parent Company has, a non-investment grade rating from Moody’s or S&P or another nationally recognized rating agency. The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

     “Private Placement Indebtedness” shall mean the Indebtedness of the “Company” (as defined in the Note Purchase Agreement) under the Note Purchase Agreement and the “Notes” (as defined in the Note Purchase Agreement).

     “Private Placement Documents” shall mean the documents and instruments evidencing the Private Placement Indebtedness, including, without limitation: (i) the Note Purchase Agreement and (ii) all other agreements, instruments and other documents executed and delivered in connection with the Note Purchase Agreement.

     “Pro Forma Basis” shall mean, in connection with any calculation of compliance with any financial covenant, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness to finance a transaction or payment giving rise for the need to make such determination as if such Indebtedness had been incurred on the first day of the Four-Quarter Period and (y) the making of any Restricted Payment or any Investment by the Borrower or a Subsidiary as if such Restricted Payment or Investment had been made on the first day of the Four-

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Quarter Period; provided, that, in the case of Section 2.23, the entire Additional Commitment Amount being requested shall be deemed to be Indebtedness that is outstanding and will remain outstanding through the relevant Four-Quarter Period.

     “Pro Rata Share” shall mean, with respect to any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s Revolving Commitment and the denominator of which shall be the sum of all Lenders’ Revolving Commitments; or if the Revolving Commitments have been terminated or expired or if the Loans have been declared to be due and payable, a percentage, the numerator of which shall be the sum of such Lender’s Revolving Credit Exposure and the denominator of which shall be the sum of the aggregate Revolving Credit Exposure.

     “Protected Health Information” means individually identifiable health information defined as “protected health information” under 45 C.F.R. §160.103.

     “Qualified Plan” shall mean an Employee Benefit Plan that is intended to be tax-qualified under Section 401(a) of the Code.

     “Regulation D, T, U and X” shall mean Regulation D, T, U and X, respectively, of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

     “Reinvested Proceeds” shall mean proceeds realized from any Disposition which are used to acquire substantially similar property or assets.

     “Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors or other representatives of such Person and such Person’s Affiliates.

     “Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration of any Hazardous Materials into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

     “Release Provision” shall mean the agreement made on behalf of the Lenders and set forth in each Pledge Agreement as follows: provided (i) the Borrower has certified to each of the Collateral Agent, each holder of Private Placement Indebtedness and the Administrative Agent that no default or event of default exists under any Private Placement Document and no Default or Event of Default exists under any Loan Document and (ii) the Collateral Agent has not received written notice from one or more holders of the Private Placement Indebtedness, the Administrative Agent or a Lender that a default or event of default exists under any Note Document or a Default or Event of Default under any Loan Document, upon receipt of written certification by the Borrower that the Borrower or such Wholly Owned Subsidiary is transferring a portion of its interest in a Subsidiary that is not a corporation to a physician or group of physicians who have a business relationship with such Subsidiary and upon written request of the Borrower or any Wholly Owned Subsidiary that is a party to any Pledge Agreement, accompanied by such documentation as reasonably requested by the Collateral Agent, the Collateral Agent is authorized (without further action or consent by the Lenders or Required Lenders) to release the interest being transferred by the Borrower or any Wholly Owned

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Subsidiary in such Subsidiary, provided that, except as otherwise provided in the Intercreditor Agreement, in no event shall such transfer reduce the ownership interest of the Borrower or any Wholly Owned Subsidiary in such Subsidiary below fifty-one percent (51%). Except as otherwise provided in the Intercreditor Agreement, the Collateral Agent shall not release any Lien against any such Subsidiary if the ownership interest of the Borrower or any Wholly Owned Subsidiary therein is reduced below fifty-one percent (51%).

     “Required Lenders” shall mean, at any time, Lenders holding fifty-one percent (51%) or more of the aggregate outstanding Revolving Credit Exposures at such time; or if the Lenders have no Revolving Credit Exposure, then Lenders holding fifty-one percent (51%) or more of the Aggregate Revolving Commitments; provided, however, that to the extent that any Lender is a Defaulting Lender, such Defaulting Lender and all of its Revolving Commitment and Revolving Credit Exposure shall be excluded for purposes of determining Required Lenders.

     “Requirement of Law” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

     “Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of the Borrower or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; provided, that, with respect to the financial covenants and Compliance Certificate, Responsible Officer shall mean only the chief financial officer or the treasurer of the Borrower.

     “Restricted Payment” shall have the meaning set forth in Section 7.5.

     “Revolving Commitment” shall mean, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender on Schedule 1.1(b), or in the case of a Person becoming a Lender after the Closing Date, the amount of the assigned “Revolving Commitment” as provided in the Assignment and Acceptance Agreement executed by such Person as an assignee, as the same may be changed pursuant to terms hereof.

     “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, such Lender’s LC Exposure and such Lender’s Swingline Exposure.

     “Revolving Credit Note” shall mean, if requested by any Lender, a promissory note of the Borrower payable to the order of a requesting Lender in the principal amount of such Lender’s Revolving Commitment, in substantially the form of Exhibit A.

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     “Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender) to the Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a Eurodollar Loan.

     “S&P” shall mean Standard & Poor’s, a Division of the McGraw-Hill Companies.

     “Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac, or as otherwise published from time to time.

     “Sanctioned Person” shall mean (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

     “Security Documents” shall mean the Stock Pledge Agreement, the Pledge Agreement, along with all UCC financing statements filed in connection with any of the foregoing and any additional documentation delivered pursuant to or executed in connection with the foregoing. After the Closing Date, the term “Security Documents” shall include all security documents delivered in accordance with Section 5.10 hereof, along with all additional documentation delivered pursuant to or executed in connection with such security documents, including, without limitation, any and all securities account and deposit account control agreements.

     “Stock Pledge Agreement” shall mean that certain Stock Pledge Agreement executed by the Borrower in favor of Collateral Agent in a form acceptable to the Administrative Agent, whereby Borrower pledges to Collateral Agent all of the Capital Stock it presently holds and hereafter acquires in any Subsidiary (excluding Subsidiaries specified in Section 5.10(e)) that is a corporation. The Borrower shall deliver along with the Stock Pledge Agreement the securities described therein, and a stock power, all in form and substance satisfactory to the Administrative Agent.

     “Subordinated Debt Documents” shall mean any indenture, agreement or similar instrument governing any Permitted Subordinated Debt.

     “Subsidiary” shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Borrower.

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     “Subsidiary Guarantee Agreement” shall mean the Subsidiary Guarantee Agreement of even date herewith, substantially in the form of Exhibit C, made by the Wholly Owned Subsidiaries in favor of the Administrative Agent for the benefit of the Lenders.

     “Surgery Center Location Report” shall mean a listing of the surgery centers of Borrower and its Subsidiaries containing such information and provided in a format reasonably acceptable to the Administrative Agent.

     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $10,000,000.

     “Swingline Exposure” shall mean, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally obligated either to make a Base Rate Loan or to purchase a participation in accordance with Section 2.5, which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.

     “Swingline Lender” shall mean SunTrust Bank.

     “Swingline Loan” shall mean a loan made to the Borrower by the Swingline Lender under the Swingline Commitment.

     “Swingline Note” shall mean the promissory note of the Borrower payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment, substantially in the form of Exhibit H.

     “Swingline Rate” shall mean for any Interest Period, the Base Rate in effect from time to time plus the Applicable Margin in effect at such time.

     “Swingline Termination Date” shall mean the date that is thirty (30) Business Days prior to the Maturity Date.

     “Synthetic Lease” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to FASB ASC 840 and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

     “Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

     “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

     “Type” shall mean the distinction between a Base Rate Loan or Borrowing and a Eurodollar Loan or Borrowing.

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     “Wholly Owned Subsidiary” shall mean any corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing 100% of the equity or 100% of the ordinary voting power, or in the case of a partnership, 100% of the general partnership interests are owned, Controlled or held by Borrower.

     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          Section 1.2. Classifications of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving Loan” or “Swingline Loan”) or by Type (e.g. a “Eurodollar Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurodollar Loan”). Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by Class and Type (e.g. “ Revolving Eurodollar Borrowing”).

          Section 1.3. Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Articles V, VI or VII to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Articles V, VI or VII for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. Furthermore, the Borrower hereby agrees that any election pursuant to FASB ASC 825 shall be disregarded for all purposes of this Agreement, including, without limitation, for calculating financial ratios herein and determining compliance with the financial covenants herein.

          Section 1.4. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof,

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(iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. To the extent that any of the representations and warranties contained in Article IV under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in all material respects” contained in Section 3.2 and the qualifier “in any material respect” contained in Section 8.1(c) shall not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

          Section 2.1. General Description of Facilities. Subject to and upon the terms and conditions herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit facility pursuant to which each Lender severally agrees (to the extent of each such Lender’s Pro Rata Share up to such Lender’s Revolving Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.22; (iii) the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4; and (iv) each Lender agrees to purchase a participation interest in the Letters of Credit and Swingline Loans pursuant to the terms and conditions contained herein; provided that in no event shall the aggregate principal amount of all outstanding Revolving Loans, Swingline Loans and the LC Exposure exceed at any time the Aggregate Revolving Commitments from time to time in effect.

          Section 2.2. Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make, ratably in proportion to its Pro Rata Share, Revolving Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders exceeding the Aggregate Revolving Commitments. During the Availability Period, the Borrower shall be entitled to borrow, repay and reborrow Revolving Loans in accordance with the terms and conditions of this Agreement; provided that the Borrower may not borrow or reborrow should there exist a Default or Event of Default.

          Section 2.3. Procedure for Revolving Borrowings. The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving Borrowing substantially in the form of Schedule 2.3 attached hereto (a “Notice of

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Revolving Borrowing”) (x) prior to 11:00 a.m. on the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each Eurodollar Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving Loan comprising such Borrowing, and (iv) in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto (subject to the provisions of the definition of Interest Period). Each Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower may request. The aggregate principal amount of each Eurodollar Borrowing shall be not less than $500,000 and in integral multiples of $100,000, and the aggregate principal amount of each Base Rate Borrowing shall not be less than $100,000 and in integral multiples of $100,000. At no time shall the total number of Eurodollar Borrowings outstanding at any time exceed ten (10). Promptly following the receipt of a Notice of Revolving Borrowing in accordance herewith, the Administrative Agent shall advise each Lender of the details thereof and the amount of such Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.

          Section 2.4. Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the Availability Period, in an aggregate principal amount outstanding at any time not to exceed the lesser of (a) the Swingline Commitment then in effect, and (b) the difference between the Aggregate Revolving Commitments and the sum of the aggregate Revolving Credit Exposures of all Lenders; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the terms and conditions of this Agreement.

          Section 2.5. Procedure for Swingline Borrowing, Etc.

               (a) The Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing (“Notice of Swingline Borrowing”) prior to 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day), and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $100,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan. The Administrative Agent will notify the Lenders on a quarterly basis if any Swingline Loans occurred during such quarter.

               (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative

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Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Revolving Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan.

               (c) If for any reason a Revolving Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Revolving Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Revolving Base Rate Loan on the effective date of any such participation and interest shall become payable on demand.

               (d) Each Lender’s obligation to make a Revolving Base Rate Loan pursuant to Section 2.5(b) or to purchase the participating interests pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.

               (e) Upon the occurrence of and during the continuance of an Event of Default, the Swingline Lender shall not make new advances available under the Swingline Commitment except with the written consent of the Required Lenders.

          Section 2.6. Funding of Borrowings.

               (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date thereof by wire transfer in immediately available funds by 1:00 p.m. to the

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Administrative Agent at the Payment Office. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts that it receives, in like funds by the close of business on such proposed date, to an account maintained by the Borrower with the Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Administrative Agent.

               (b) Unless the Administrative Agent shall have been notified by any Lender prior to 5:00 p.m. one (1) Business Day prior to the date of a Borrowing in which such Lender is participating that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance on such assumption, may make available to the Borrower on such date a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the date of such Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest at the Federal Funds Rate for up to two (2) days and thereafter at the rate specified for such Borrowing. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest at the rate specified for such Borrowing. Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

               (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations hereunder, and each Lender shall be obligated to make its Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

          Section 2.7. Interest Elections.

               (a) Each Borrowing shall be either a Eurodollar Borrowing or a Base Rate Borrowing, as specified by Borrower in the applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall NOT apply to Swingline Borrowings, which may not be converted or continued.

               (b) To make an election pursuant to this Section, the Borrower shall give the Administrative Agent prior written notice in the form of Schedule 2.7 (or telephonic notice promptly confirmed in writing) of each Borrowing (a “Notice of Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior to 11:00 a.m. on the requested date of a conversion into a Base Rate Borrowing and (y) prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of

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Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation applies and if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one (1) month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3.

               (c) If, on the expiration of any Interest Period in respect of any Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a Eurodollar Borrowing if a Default or an Event of Default exists. No conversion of any Eurodollar Loans shall be permitted except on the last day of the Interest Period in respect thereof.

               (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          Section 2.8. Optional and Mandatory Reductions and Termination of Commitments.

               (a) Unless previously terminated, all Revolving Commitments shall terminate on the Maturity Date, except that the Swingline Commitment shall terminate on the Swingline Termination Date.

               (b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.8 shall be in an amount of at least $500,000 and any larger multiple of $100,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitments to an amount less than the outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment.

               (c) The Borrower shall reduce the Aggregate Revolving Commitments by an amount equal to fifty percent (50%) of Net Disposition Proceeds, which do not become Reinvested

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Proceeds within one hundred eighty (180) days of receipt thereof, arising from any Disposition in which $20,000,000 or more in consideration is given or exchanged or the fair market value of such assets exceeds $20,000,000, provided that such reduction shall be made in a manner calculated to the greatest extent possible to avoid the Borrower’s having liability under Section 2.18 hereunder. For the purpose hereof, the consideration given or exchanged shall include the sum of (i) all cash paid and/or Indebtedness assumed, plus (ii) the principal amount of any promissory notes given, plus (iii) the value of any stock or other property given or transferred in connection therewith.

               (d) With the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.25 will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender.

          Section 2.9. Repayment of Loans.

               (a) The outstanding principal amount of all Revolving Loans shall be due and payable (together with accrued and unpaid interest thereon) on the Maturity Date.

               (b) The principal amount of each Swingline Borrowing shall be due and payable (together with accrued interest thereon) on the earlier of (i) the last day of the Interest Period applicable to such Borrowing, and (ii) the Swingline Termination Date.

          Section 2.10. Evidence of Indebtedness.

               (a) Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender, along with the Class and Type and the Interest Period applicable thereto, (iii) the date of each continuation thereof pursuant to Section 2.7, (iv) the date of each conversion of all or a portion thereof pursuant to Section 2.7, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of such Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both principal and unpaid accrued interest) of such Lender in accordance with the terms of this Agreement.

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               (b) At the request of any Lender (including the Swingline Lender) at any time, the Borrower agrees that it will execute and deliver to each Lender a Revolving Credit Note, and, in the case of the Swingline Lender only, a Swingline Note, payable to the order of such Lender.

          Section 2.11. Prepayments.

               (a) Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than three (3) Business Days prior to any such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.12; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.18. Each partial prepayment of any Loan shall not be less than $500,000 or a larger multiple of $100,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

               (b) Mandatory Prepayments. The Borrower shall be required to make mandatory principal prepayments of the Revolving Loans in an amount equal to one hundred percent (100%) of: (i) the Lenders’ Share of Net Disposition Proceeds from any Disposition in which the consideration received by Borrower and its Subsidiaries exceeds $5,000,000, but only if such Net Disposition Proceeds do not become Reinvested Proceeds within one hundred eighty (180) days after receipt thereof; (ii) Net Debt Issuance Proceeds which are not used for Acquisitions permitted by Section 7.13 within one hundred eighty (180) days after receipt thereof; and (iii) Net Equity Proceeds, with such prepayment to be made within three (3) Business Days after receipt thereof; provided that so long as no Default exists the payment of mandatory principal prepayments required hereunder shall be made in such manner and on such date as is reasonably calculated to enable Borrower to avoid the costs specified in Section 2.18(a) herein.

          Section 2.12. Interest on Loans.

               (a) The Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect from time to time and on each Eurodollar Loan at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from time to time.

               (b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate.

               (c) While an Event of Default exists, the Borrower shall pay interest at the Default Rate (“Default Interest”), which amounts are payable on demand.

               (d) Interest on the principal amount of all Loans shall accrue from and including the date such Loans are made to but excluding the date of any repayment thereof. Interest on all

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outstanding Base Rate Loans shall be payable monthly in arrears on the last day of each calendar month and on the Maturity Date. Interest on all outstanding Eurodollar Loans shall be payable on the last day of each Interest Period applicable thereto, and, in the case of any Eurodollar Loans having an Interest Period in excess of three months or ninety (90) days, respectively, on each day which occurs every three months or ninety (90) days, as the case may be, after the initial date of such Interest Period, and on the Maturity Date. Interest on each Swingline Loan shall be payable on the maturity of such Loan, which shall be the earlier of: (i) the last day of the Interest Period applicable thereto, or (ii) the Swingline Termination Date. Interest on any Loan which is converted or which is repaid or prepaid shall be payable on the date of such conversion or on the date of any such repayment or prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall be payable on demand. Borrower must make all interest payments prior to 1:00 p.m. on the applicable due date in immediately available funds, free and clear of all defenses, set-offs, counterclaims, or withholdings or deductions for taxes.

               (e) The Administrative Agent shall determine each interest rate applicable to the Loans hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

          Section 2.13. Fees.

               (a) Fee Letters. On or before the Closing Date, Borrower shall pay to the Administrative Agent and the Arrangers those fees set forth in the Fee Letters.

               (b) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (the “Commitment Fee”), which shall accrue at a rate equal to the Commitment Fee (as set forth in the chart within the definitions of the term “Applicable Margin”) on the average daily, unused portion of the Revolving Commitment of such Lender during the Availability Period. The Commitment Fee shall be calculated on the basis of a year of 360-days for the actual number of days in each year. For the purpose of this paragraph, the “unused portion of the Revolving Commitment” shall mean the Aggregate Revolving Commitments less an amount equal to all outstanding Revolving Loans, less an amount equal to the LC Exposure. For the purpose of calculating the Commitment Fee, Loans under the Swingline Commitment shall not be deemed usage under the Revolving Commitment. Accrued Commitment Fees shall be payable to the Administrative Agent (for distribution to the Lenders) in arrears on the last day of each March, June, September and December of each year and on the Maturity Date, commencing on the first such date after the Closing Date.

               (c) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit fee (the “Letter of Credit Fee”) with respect to its participation in each Letter of Credit, which shall accrue at a rate per annum equal to the Applicable Margin for Eurodollar Loans then in effect on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to such Letter of Credit during the period from and including the date of issuance of such Letter of Credit to but excluding the date on which such Letter of Credit expires or is drawn in full (including without limitation any LC Exposure that remains outstanding after the Maturity Date) and (ii) to the Issuing Bank for its own account a facing fee, which shall accrue at the rate of 0.125% per

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annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the Availability Period (or until the date that such Letter of Credit is irrevocably canceled, whichever is later), as well as the Issuing Bank’s standard fees with respect to issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Accrued Letter of Credit Fees shall be payable to the Administrative Agent (for distribution to the Lenders) in arrears on the last day of each March, June, September and December of each year and on the Maturity Date, commencing on the first such date after the Closing Date.

               (d) Upfront Fees. The Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender, the upfront fee previously agreed upon by the Borrower and SunTrust Robinson Humphrey, Inc., which shall be due and payable on the Closing Date.

               (e) Defaulting Lenders. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (b) and (c) of this Section (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees), or any amendment fees hereafter offered to any Lender, and the pro rata payment provisions of Section 2.20 will automatically be deemed adjusted to reflect the provisions of this Section; provided that (a) to the extent that a portion of the LC Exposure of a Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to clause (ii) of Section 2.25, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Commitments and (b) to the extent any portion of such LC Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Bank.

          Section 2.14. Computation of Interest and Fees.

               (a) Fees and Eurodollar Loans. All computations of interest on Eurodollar Loans and fees hereunder shall be made on the basis of a year of three hundred sixty (360) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

               (b) Base Rate Loans. All computations of interest on Base Rate Loans hereunder shall be made on the basis of a year of three hundred sixty-five (365) days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable (to the extent computed on the basis of days elapsed). Each determination by the Administrative Agent of an interest amount hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

          Section 2.15. Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

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               (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or

               (b) the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as the case may be) of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed in writing) to the Borrower and to the Lenders as soon as practicable thereafter. In the case of Eurodollar Loans, until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to make Eurodollar Loans or to continue or convert outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans shall be converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement. Unless the Borrower notifies the Administrative Agent at least one (1) Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing has previously been given that it elects not to borrow on such date, then such Borrowing shall be made as a Base Rate Borrowing.

          Section 2.16. Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain or fund any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspended. In the case of the making of a Eurodollar Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same Borrowing for the same Interest Period and if the affected Eurodollar Loan is then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent, designate a different Applicable Lending Office if such designation would avoid the need for giving such notice and if such designation would not otherwise be disadvantageous to such Lender in the good faith exercise of its discretion.

          Section 2.17. Increased Costs.

               (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of the Adjusted LIBO Rate hereunder against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

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     (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.19 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or

     (iii) impose on any Lender or on the Issuing Bank or the eurodollar interbank market any other condition, cost or expense affecting this Agreement or any Eurodollar Loans made by such Lender or any Letter of Credit or any participation therein;

and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining a Eurodollar Loan or to increase the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender on the Borrower (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

               (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital (or on the capital of the Parent Company of such Lender or the Issuing Bank) as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the policies of the Parent Company of such Lender or the Issuing Bank with respect to capital adequacy), then, from time to time, within ten (10) Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank for any such reduction suffered.

               (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank or the Parent Company of such Lender or the Issuing Bank, as the case may be, specified in paragraph (a) or (b) of this Section 2.17 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender or the Issuing Bank, as the case may be, such amount or amounts within ten (10) days after receipt thereof.

               (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.17 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation.

          Section 2.18. Funding Indemnity. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a

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result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, repay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.18 submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

          Section 2.19. Taxes.

               (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to Indemnified Taxes and Other Taxes) the Administrative Agent, any Lender or the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

               (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

               (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank within five (5) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, the Issuing Bank, or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

               (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the

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Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

               (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. Without limiting the generality of the foregoing, each Foreign Lender agrees that it will deliver to the Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which the related participation shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected with such Foreign Lender’s conduct of a trade or business in the United States; or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax treaty to which the United States is a party which eliminates or reduces the rate of withholding tax on payments of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payment to the Foreign Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation that is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Foreign Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower and the Administrative Agent at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the Internal Revenue Service for such purpose).

               (f) For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form pursuant to Section 2.19(e), such Lender shall not be entitled to indemnification under this Section 2.19 or Section 10.3 with respect to any Indemnified Taxes or Other Taxes which would not have been payable had such form been so provided; provided that if a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Indemnified Taxes because of its failure to deliver a form required hereunder, the Borrower, at such Lender’s cost, shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Indemnified Taxes (it being understood, however, that the Borrower shall have no liability to such Lender in respect of such Indemnified Taxes).

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          Section 2.20. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

               (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, or fees or reimbursement of LC Disbursements or of amounts payable under Section 2.17, 2.18 or 2.19, or otherwise) prior to 1:00 p.m., on the date when due, in immediately available funds, free and clear of any defenses, rights of set-off, counterclaim, or withholding or deduction of taxes. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent or to the Issuing Bank at the Payment Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.17, 2.18 and 2.19 and 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

               (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, to the fees and reimbursable expenses of the Administrative Agent then due and payable pursuant to any of the Loan Documents, (ii) second, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties, and (iv) last, towards payment of all other Obligations then due, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties.

               (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans that would result in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in

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LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

               (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

          Section 2.21. Mitigation of Obligations; Replacement of Lenders. If any Lender requests compensation under Section 2.17, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable under Section 2.17 or Section 2.19, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

          Section 2.22. Letters of Credit.

               (a) During the Availability Period, the Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to Section 2.22(d), agrees to issue, at the request of the Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or extension thereof, one year after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Maturity Date; (ii) each Letter of Credit shall be in a stated amount of at least $100,000 (or such lesser amount as may be agreed upon between the Issuing Bank and the Borrower); and (iii) the Borrower may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans and Swingline Exposure of all Lenders would exceed the Aggregate Revolving Commitments. On (i) the Closing Date, with respect to all Existing Letters of

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Credit and (ii) the date of issuance, with respect to all other Letters of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in each such Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the Revolving Commitment of each Lender by an amount equal to the amount of such participation. Upon the occurrence of and during the continuance of an Event of Default, the Issuing Bank shall not issue any new Letters of Credit under the LC Commitment except with the written consent of the Required Lenders.

               (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative Agent irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit , the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Issuing Bank shall reasonably require; provided, that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

               (c) At least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received such notice and if not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank is to issue the requested Letter of Credit directing the Issuing Bank not to issue the Letter of Credit because such issuance is not then permitted hereunder because of the limitations set forth in Section 2.22(a) or that one or more conditions specified in Article III are not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on the requested date, issue such Letter of Credit in accordance with the Issuing Bank’s usual and customary business practices.

               (d) The Issuing Bank shall examine all documents purporting to represent a demand for payment under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall notify the Borrower and the Administrative Agent of such demand for payment and whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrower shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such drawing in funds other than from the proceeds of Revolving Loans, the Borrower

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shall be deemed to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an exact amount due to the Issuing Bank; provided that for purposes solely of such Borrowing, the conditions precedent set forth in Section 3.2 hereof shall not be applicable. The Administrative Agent shall notify the Lenders of such Borrowing in accordance with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.6. The proceeds of such Borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.

               (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such Lender purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the Administrative Agent on its behalf) receives any payment on account thereof, the Administrative Agent or the Issuing Bank, as the case may be, will distribute to such Lender its Pro Rata Share of such payment; provided, that if such payment is required to be returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the Administrative Agent or the Issuing Bank to it.

               (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to paragraphs (d) or (e) of this Section 2.22 on the due date therefor, such Lender shall pay interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date to the date such payment is made at a rate per annum equal to the Federal Funds Rate; provided that if such Lender shall fail to make such payment to the Issuing Bank within three (3) Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Default Rate.

               (g) If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders demanding that its reimbursement obligations with respect to the Letters of Credit be Cash Collateralized pursuant to this paragraph, the Borrower shall deposit in an account with the

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Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon; provided, that such obligation to Cash Collateralize the reimbursement obligations of the Borrower with respect to Letters of Credit shall become effective immediately, and such deposit shall become immediately due and payable, without demand or notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Borrower agrees to execute any documents and/or certificates to effectuate the intent of this paragraph. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it had not been reimbursed and to the extent so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, with the consent of the Required Lenders, be applied to satisfy other obligations of the Borrower under this Agreement and the other Loan Documents. If the Borrower is required to Cash Collateralize the reimbursement obligations of the Borrower with respect to Letters of Credit as a result of the occurrence of an Event of Default, such cash collateral so posted (to the extent not so applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

               (h) Promptly following the end of each Fiscal Quarter, the Issuing Bank shall deliver (through the Administrative Agent) to each Lender and the Borrower a report describing the aggregate Letters of Credit outstanding at the end of such Fiscal Quarter. Upon the request of any Lender from time to time, the Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding.

               (i) The Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under all circumstances whatsoever and irrespective of any of the following circumstances:

     (i) Any lack of validity or enforceability of any Letter of Credit or this Agreement;

     (ii) The existence of any claim, set-off, defense or other right which the Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons or entities for whom any such beneficiary or transferee may be acting), any Lender (including the Issuing Bank) or any other Person, whether in connection with this Agreement or the Letter of Credit or any document related hereto or thereto or any unrelated transaction;

     (iii) Any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

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     (iv) Payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document to the Issuing Bank that does not comply with the terms of such Letter of Credit;

     (v) Any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; or

     (vi) The existence of a Default or an Event of Default.

          Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the foregoing shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to above), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided, that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any actual direct damages (as opposed to special, indirect (including claims for lost profits or other consequential damages), or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care when determining whether drafts or other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

               (j) Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued and subject to applicable laws, (i) each standby Letter of Credit shall be governed by the “International Standby Practices 1998” (ISP98) (or such later revision as may be published by the Institute of International Banking Law & Practice on any date any Letter of Credit may be issued), (ii) each documentary Letter of Credit shall be governed by the Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and (iii) the Borrower shall specify the foregoing in each letter of credit application submitted for the issuance of a Letter of Credit.

          Section 2.23. Increase of Revolving Commitments; Additional Lenders.

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               (a) The Borrower may, upon at least 15 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender), from time to time propose to increase the Aggregate Revolving Commitments by an amount not to exceed $150,000,000 (the amount of any such increase, the “Additional Commitment Amount”); provided, however, that each Additional Commitment Amount shall be in a principal amount of not less than $10,000,000 or a larger multiple of $5,000,000. Each Lender shall have the right for a period of 15 days following receipt of such notice, to elect by written notice to the Borrower and the Administrative Agent to increase its Revolving Commitment by a principal amount equal to its Pro Rata Share of the Additional Commitment Amount. Any Lender who does not respond within such 15 day period shall be deemed to have elected not to increase its Revolving Commitment. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.

               (b) If any Lender shall elect not to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.23, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an “Additional Lender”), become a party to this Agreement; provided, however, that any new bank or financial institution must be acceptable to the Administrative Agent, the Swingline Lender and the Issuing Bank, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.

               (c) An increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.23 shall be subject to the conditions set forth in clause (d) immediately below and the following conditions: (i) immediately prior to and after giving effect to any such increase, no Default or Event of Default has occurred or is continuing or shall result therefrom, (ii) the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and (iii) each Additional Lender shall become a Lender under this Agreement (or in the case of an existing Lender, shall be a Lender with respect to its Additional Commitment Amount) pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement giving effect to the modifications permitted by this Section and, as appropriate, the other Loan Documents and executed only by each Loan Party, each Additional Lender and the Administrative Agent. All Commitments in respect of any Additional Commitment Amount shall be Commitments under this Agreement and shall, on the date of the effectiveness of the applicable Incremental Facility Amendment, be added to the then existing Revolving Commitments, and all extensions of credit pursuant thereto shall have the same terms as those that apply to the extensions of credit pursuant to the existing Revolving Commitments. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section.

               (d) The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the conditions set forth

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in Section 3.2 (it being understood that all references to “such Borrowing” in such Section 3.2 shall be deemed to refer to proposed increase through the Additional Commitment Amount), (ii) the Borrower and the other Loan Parties shall have delivered such amendments, modifications and/or supplements to the Security Documents as are necessary or, in the reasonable opinion of the Administrative Agent, desirable to ensure that the Additional Commitment Amount is secured by, and entitled to the benefits of, the Security Documents, (iii) the Administrative Agent shall have received copies of resolutions executed by (x) the Borrower, authorizing the incurrence of such additional Obligations and (y) each other Loan Party, stating that such additional Obligations are entitled to benefits of the Security Documents and other Loan Documents and (iv) the Borrower shall have delivered to the Administrative Agent an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrower reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 3.1(c)(viii) as may be reasonably requested by the Administrative Agent, and such other matters as the Administrative Agent may reasonably request.

               (e) Upon the acceptance of any such agreement by the Administrative Agent, the Aggregate Revolving Commitments shall automatically be increased by the amount of the Revolving Commitments added through such agreement and Schedule 1.1(b) shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.

               (f) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.23 that is not pro rata among all Lenders, on the date that any such increase becomes effective, (x) each Lender increasing its Revolving Commitment and/or each Additional Lender providing a new Revolving Commitment, on the one hand, shall purchase from each other Lender, on the other hand, via one or more assignments in accordance with the terms of Section 10.4(b), at par (together with accrued interest), such interests in the Revolving Loans outstanding on the date any applicable increase becomes effective as shall be necessary in order that, after giving effect to all such assignments, all such outstanding Revolving Loans will be held by the Lenders ratably in accordance with their respective Revolving Commitments after giving effect to any such increase; and (y) the LC Exposure and Swingline Exposure of each Lender shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall have LC Exposures and Swingline Exposures in proportion to their respective Revolving Commitments after giving effect to any applicable increase. Each Lender that assigns a Revolving Loan to a Lender in accordance with this clause (e) shall be entitled to the funding indemnity set forth in Section 2.18.

          Section 2.24. Replacement of Lenders. (i) If any Lender becomes a Defaulting Lender, or (ii) upon the occurrence of an event giving rise to the operation of Section 2.16, Section 2.17 or Section 2.19 with respect to any Lender which results in such Lender charging to the Borrower increased costs or such other amounts due thereunder, the Borrower shall have the right, if no Default or Event of Default then exists, and if no Default or Event of Default will exist immediately after giving effect to such replacement), to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of whom shall be required to be reasonably acceptable to the Administrative Agent; provided, that (i) at the time of any replacement pursuant to this Section, the Replacement Lender shall enter into one or more

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Assignment and Acceptance pursuant to Section 10.4 (and with all fees payable pursuant to said Section to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (I) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (II) an amount equal to all LC Disbursements that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time, and (III) an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced Lender, (y) the Issuing Bank an amount equal to such Replaced Lender’s Pro Rata Share of any LC Disbursements (which at such time remains unpaid) to the extent such amount was not theretofore funded by such Replaced Lender to the Issuing Bank, and (z) the Swingline Lender an amount equal to such Replaced Lender’s Pro Rata Share of any Swingline Loan to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender, and (ii) all obligations of the Borrower due and owing to the Replaced Lender at such time shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Acceptance, the payment of amounts referred to in clauses (i) and (ii) above and delivery, if requested by the Replacement Lender, of the appropriate Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement, which shall survive as to such Replaced Lender.

          Section 2.25. Defaulting Lenders.

               (a) If any Lender becomes, and during the period it remains, a Defaulting Lender or Potential Defaulting Lender, the following provisions shall apply, notwithstanding anything to the contrary in this Agreement:

     (i) the LC Exposure and Swingline Exposure of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Commitments; provided that (a) the sum of each Non-Defaulting Lender’s total Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

     (ii) to the extent that any portion (the “unreallocated portion”) of the LC Exposure and Swingline Exposure of any Defaulting Lender cannot be so reallocated, for any reason, or with respect to the LC Exposure and Swingline Exposure of any Potential Defaulting Lender, the Borrower will, not later than two (2) Business Days after demand by the Administrative Agent (at the direction of the applicable Issuing Bank and/or the Swingline Lender), (a) Cash Collateralize the obligations of the Borrower to the Issuing Bank or Swingline Lender in respect of such LC Exposure or Swingline Exposure, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of the LC Exposure and Swingline

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Exposure of such Defaulting Lender or such Potential Defaulting Lender, or (b) in the case of such Swingline Exposure, prepay and/or Cash Collateralize in full the unreallocated portion thereof, or (c) make other arrangements satisfactory to the Administrative Agent, the Issuing Bank and the Swingline Lender in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender; provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender;

     (iii) with the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of clause (iv) below will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any Lender may have against such Defaulting Lender; and

     (iv) any amount paid by the Borrower for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will be retained by the Administrative Agent in a segregated non-interest bearing account until the termination of the Revolving Commitments at which time the funds in such account will be applied by the Administrative Agent, to the fullest extent permitted by law, in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender under this Agreement, third if so determined by the Administrative Agent or requested by the Issuing Bank or Swingline Lender, to be held as cash collateral for future funding obligations of such Defaulting Lender in respect of any participation in any Swingline Loan or Letter of Credit, fourth to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against that Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, fifth so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and sixth to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this clause (iv) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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               (b) If the Borrower, the Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing that any Defaulting Lender should no longer be deemed to be a Defaulting Lender or a Potential Defaulting Lender should no longer be deemed to be a Potential Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, the LC Exposure and the Swingline Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment, and such Lender will purchase at par such portion of outstanding Revolving Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the Revolving Credit Exposure of the Lenders to be on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Lender will cease to be a Defaulting Lender or Potential Defaulting Lender and will be a Non-Defaulting Lender (and such Revolving Credit Exposure of each Lender will automatically be adjusted on a prospective basis to reflect the foregoing), and if any cash collateral has been posted with respect to such Defaulting Lender or Potential Defaulting Lender, the Administrative Agent will promptly return such cash collateral to the Borrower; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender or Potential Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder.

ARTICLE III

CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

          Section 3.1. Conditions To Effectiveness. The obligations of the Lenders (including the Swingline Lender) to make the initial Loans hereunder and the obligation of the Issuing Bank to issue any initial Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).

               (a) The Administrative Agent shall have received payment of all fees, expenses and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or the Arrangers (including the Fee Letters).

               (b) Contemporaneously with the effectiveness of this Agreement, the Note Purchase Agreement shall have become effective and the Borrower shall have received the proceeds of the Private Placement Indebtedness pursuant to, and in accordance with, the terms and conditions of the Note Purchase Agreement, and the Administrative Agent (or its counsel) shall have received true and correct copies of each of the documents constituting the Private Placement Documents as in effect on the Closing Date, certified as true and correct by a Responsible Officer of the Borrower.

               (c) The Administrative Agent (or its counsel) shall have received the following, each to be in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:

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     (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;

     (ii) duly executed Notes payable to any Lender requesting delivery of such;

     (iii) duly executed Subsidiary Guarantee Agreements and Indemnity and Contribution Agreements;

     (iv) duly executed Security Documents, along with such additional Security Documents as may be required pursuant to the terms of this Agreement as of the Closing Date;

     (v) duly executed Intercreditor Agreement;

     (vi) duly executed payoff letter, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and the lenders under the Existing Credit Agreement upon any of the personal property of the Borrower and its Subsidiaries and (b) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owing under or in connection with the Existing Credit Agreement;

     (vii) a duly completed Secretary’s Certificate executed by the Secretary of the Borrower and its Subsidiaries in the form of Schedule 3.1(c)(vii);

     (viii) a favorable written opinion of Bass, Berry & Sims, PLC, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request;

     (ix) a certificate, dated the Closing Date and signed by a Responsible Officer, confirming that, after giving effect to the funding of any initial Loan or initial issuance of a Letter of Credit, the Borrower is in compliance with the conditions set forth in paragraph (a), (b) and (c) of Section 3.2;

     (x) if required by the Administrative Agent, a duly executed funds disbursements agreement;

     (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing;

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     (xii) satisfactory review by the Administrative Agent of the financial statements referenced in Section 4.4 herein;

     (xiii) certificates of insurance issued on behalf of insurers of the Loan Parties describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties;

     (xiv) all fees and expenses (including without limitation all filing fees, recording costs, indebtedness tax, and similar fees) required hereunder or under any letter agreement executed by Borrower in connection with the Loan Documents;

     (xv) duly executed Notice of Borrowing(s);

     (xvi) receipt of a certificate from Borrower of any other information required by the Administrative Agent confirming that there is no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; and

     (xvii) receipt of all other documents and information as the Administrative Agent reasonably requests.

Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

          (d) The Administrative Agent shall have received the certificates representing the shares of Equity Interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

          (e) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the holders of the Private Placement Indebtedness and the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation.

          Section 3.2. Each Credit Event.The obligation of each Lender to make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend, renew, or extend any Letter of Credit is subject to the satisfaction of the following conditions:

               (a) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal, or extension of such Letter of Credit, as applicable, no Default or Event of Default shall exist;

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               (b) at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects;

               (c) since the date of the most recent financial statements of the Borrower described in Section 5.1(a), there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect;

               (d) the Borrower shall have delivered the required Notice of Borrowing; and

               (e) the Administrative Agent shall have received such other documents, certificates, information or legal opinions as the Administrative Agent or the Required Lenders may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent or the Required Lenders.

     In addition to other conditions precedent herein set forth, if any Lender is a Defaulting Lender or a Potential Defaulting Lender at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, the Issuing Bank will not be required to issue, amend or increase any Letter of Credit and the Swingline Lender will not be required to make any Swingline Loans, unless in each case it is satisfied that all related LC Exposure and Swingline Exposure of such Defaulting Lender or Potential Defaulting Lender is fully covered or eliminated by any combination satisfactory to the relevant Issuing Bank or the Swingline Lender, as the case may be, of the following:

     (i) in the case of a Defaulting Lender, the LC Exposure and Swingline Exposure of such Defaulting Lender is reallocated, as to outstanding and future Letters of Credit and Swingline Exposure, to the Non-Defaulting Lenders as provided in Section 2.25(a)(i); and

     (ii) in the case of a Defaulting Lender or a Potential Defaulting Lender, without limiting the provisions of Section 2.25(a)(ii), the Borrower Cash Collateralizes its payment and reimbursement obligations with respect to such Letter of Credit or Swingline Loan in an amount at least equal to the aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting Lender or Potential Defaulting Lender in respect of such Letter of Credit or Swingline Loan, or the Borrower makes other arrangements satisfactory to the Administrative Agent, the Issuing Banks and the Swingline Lender, as the case may be, to protect them against the risk of non-payment by such Defaulting Lender or Potential Defaulting Lender;

provided that (a) the sum of each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Commitment of such Non-Defaulting Lender, and (b) neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any such Cash Collateralization or reduction will constitute a waiver or release of any claim the Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender or Potential Defaulting Lender, or cause such Defaulting Lender or Potential Defaulting Lender to be a Non-Defaulting Lender.

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               Each Borrowing and each issuance, amendment, extension, or renewal of any Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 3.2.

          Section 3.3. Delivery of Documents. All of the Loan Documents, certificates, legal opinions and other documents and papers referred to in this Article III, unless otherwise specified, shall be delivered to the Administrative Agent for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall be in form and substance satisfactory in all respects to the Administrative Agent.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

               The Borrower represents and warrants to the Administrative Agent and each Lender as follows:

          Section 4.1. Existence; Power. The Borrower and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, limited liability company, or limited partnership, as the case may be, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except, in the case of either of clauses (ii) or (iii), where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

          Section 4.2. Organizational Power; Authorization. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, stockholder, member, or partner, action. This Agreement has been duly executed and delivered by the Borrower, and constitutes, and each other Loan Document to which any Loan Party is a party, when executed and delivered by such Loan Party, will constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be), enforceable against it in accordance with their respective terms.

          Section 4.3. Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate or result in a breach or default under any Material Contract or under the Private Placement Documents or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens (if any) created under the Security Documents.

          Section 4.4. Financial Statements. The Borrower has furnished to each Lender the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ending

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December 31, 2009, and the related consolidated statements of income, shareholders’ equity and cash flows, audited by independent public accountants of recognized national standing and prepared in accordance with GAAP. Since December 31, 2009, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect.

          Section 4.5. Litigation and Environmental Matters.

               (a) Except for matters set forth on Schedule 4.5, no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that is not covered fully by insurance and as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document.

               (b) Except for the matters set forth on Schedule 4.5, neither the Borrower nor any of its Subsidiaries (i) has failed to comply in any material respect with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

          Section 4.6. Compliance with Laws and Agreements; Note Purchase Agreement Representations. Neither the Borrower nor any Subsidiary has knowingly violated (a) any Requirements of Law, or any judgment, decree or order of any Governmental Authority which have a reasonable likelihood of resulting in a Material Adverse Effect, or (b) any indentures, agreements or other instruments binding upon it or its properties, except where such violation, either singularly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default under or breach of any agreement or contract, the effect of which would be to cause a Material Adverse Effect. Each of the representations and warranties set forth in paragraph 8 of the Note Purchase Agreement is true and correct in all material respects on and as of the Closing Date.

          Section 4.7. Investment Company Act, Etc. Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

          Section 4.8. Taxes. The Borrower and its Subsidiaries have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (i) to the extent the failure to do so would not have a Material Adverse Effect or (ii) where the same are currently being contested in good faith by

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appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP.

          Section 4.9. Margin Regulations. None of the proceeds of any of the Loans or Letters of Credit will be used for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of Regulations T, U or X. The Borrower and its Subsidiaries are in full compliance with, and have not violated or allowed to be violated, any provision of, any of the Regulations T, U, or X. Neither the Borrower nor its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock.”

          Section 4.10. ERISA. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The “benefit obligations” of all Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed the “fair market value of the assets” of such Plans by more than $2,000,000. No event has occurred since the issuance of such financial statements that would cause the “benefit obligations” of all Plans to exceed the “fair market value of the assets” of such Plans by the dollar amount specified in the previous sentence. The terms “benefit obligations” and “fair market value of assets” shall be determined by and with such terms defined in accordance with FASB ASC 715.

               (b) Each Employee Benefit Plan is in compliance with all applicable provisions of ERISA, the Code and other Requirements of Law, except where the failure to be so in compliance could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except with respect to Multiemployer Plans, each Qualified Plan (I) has received a favorable determination from the IRS applicable to the Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (II) has timely filed for a favorable determination letter from the IRS during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the IRS, (III) has filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired or (IV) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan. No event has occurred which would cause the loss of the Borrower’s or any ERISA Affiliate’s reliance on the Qualified Plan’s favorable determination letter or opinion letter.

               (c) With respect to any Employee Benefit Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the Borrower’s financial statements in accordance with FASB ASC 715.

               (d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) there are no pending or to the best of the Borrower’s knowledge, threatened claims, actions or lawsuits or action by any Governmental Authority participant or beneficiary with respect to a Employee Benefit Plan; (ii) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan; and (iii) neither the Borrower nor ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in

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Section 406 of ERISA and Section 4975 of the Code, in connection with any Employee Benefit Plan, that would subject the Borrower to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code.

          Section 4.11. Ownership of Property.

               (a) Each of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all of its real and personal property material to the operation of its respective business. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Subsidiaries are valid and subsisting and are in full force.

               (b) Each of the Borrower and its Subsidiaries has good and marketable title to and ownership of all of the material assets described as being owned by Borrower or its Subsidiaries in the Borrower’s most recent consolidated financial statements, free and clear of all Liens, except for Permitted Encumbrances and those other Liens allowed by Section 7.2.

               (c) Each of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

               (d) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower (other than Persons who are Affiliates solely by virtue of their ownership of Equity Interests in the Borrower), in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates.

          Section 4.12. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation or syndication of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

          Section 4.13. Labor Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, except those that could not reasonably be expected to have a Material Adverse Effect and no significant unfair labor practice, charges or grievances are pending against the Borrower or any of its Subsidiaries, or to the

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Borrower’s knowledge, threatened against any of them before any Governmental Authority, except those that could not reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the Borrower or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

          Section 4.14. Subsidiaries. Schedule 4.14 sets forth the names of, the address of, the states of incorporation or organization, and the ownership interest of the Borrower in, and the type of, each Subsidiary and identifies each Subsidiary that is a Loan Party, in each case as of the Closing Date. The Borrower uses no trade names.

          Section 4.15. Personal Holding Company; Subchapter S. Neither Borrower nor any Subsidiary is a “personal holding company” as defined in Section 542 of the Code, and neither Borrower nor any Subsidiary is a “Subchapter S” corporation within the meaning of the Code.

          Section 4.16. Solvency. Borrower and each Subsidiary (other than an Excluded Subsidiary) are solvent as of the date hereof (after giving effect to the incurrence of Indebtedness under this Agreement and the incurrence of the Private Placement Indebtedness) and shall remain solvent at all times hereafter. Borrower and each Subsidiary (other than an Excluded Subsidiary) are generally paying their respective debts as they mature and the fair value of Borrower’s and such Subsidiary’s assets substantially exceeds the sum total of their respective liabilities.

          Section 4.17. Foreign Assets Control Regulations, Etc. Neither the making of any Loan nor the use of the proceeds thereof will violate (a) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (b) the Patriot Act or (c) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism). Without limiting the foregoing, neither Borrower nor any of its Subsidiaries is or will become a “blocked person” as described in Section 1 of such Executive Order or engages or will engage in any dealings or transactions with, or is otherwise associated with, any such blocked person.

          Section 4.18. OFAC. None of the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has any assets in Sanctioned Countries, or (iii) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Loans hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country or for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. Solely for purposes of this Section 4.18, “Affiliate of the Borrower” shall not include any Person who is an Affiliate of the Borrower solely by virtue of its ownership of Equity Interests in the Borrower unless the Borrower has actual knowledge that such Person would be included in any of the foregoing clauses (i), (ii) or (iii).

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          Section 4.19. Capital. Borrower now has capital sufficient to carry on its business and transactions and all businesses and transactions in which it is engaged.

          Section 4.20. Health Care Permits. To the extent required by the Health Care Laws, all Subsidiaries (i) hold all Health Care Permits required to operate their respective businesses as conducted from time to time and (ii) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”), except where the failure to hold such Health Care Permits or hold such certifications would not reasonably be expected to have a Material Adverse Effect.

               (b) Neither the Borrower nor any Subsidiary has received any notice (i) alleging that it fails or has failed to hold any Health Care Permit, or (ii) of any action pending or recommended by any Governmental Authority of competent jurisdiction to revoke, limit, withdraw or suspend any Health Care Permit, except where the matters disclosed in any such notice would not reasonably be expected to have a Material Adverse Effect.

               (c) Each physician performing services at an ambulatory surgery center operated by a Subsidiary is credentialed to perform services at such facility through the medical staff bylaws of such Subsidiary, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each Health Care Provider providing services at an ambulatory surgery center operated by a Subsidiary holds a current and unrestricted professional license or certification from a Governmental Authority, as required under the Health Care Laws, except where failure would not reasonably be expected to have a Material Adverse Effect.

          Section 4.21. Health Care Laws. Except where violation of or non-compliance with Health Care Laws could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary nor any Person acting on behalf of the Borrower or any Subsidiary has, directly or indirectly: (i) engaged in any activity, participated in any relationship or arrangement, made any omission, or taken any other action whatsoever which, alone or collectively, is a violation of any Health Care Laws; (ii) with respect to any item or service offered by any Subsidiaries for which payment is made in whole or in part under a Federal Health Care Program, offered or paid any remuneration or other thing of value, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customer, patient, physician, other provider, contractors or third party payor or any other Person other than in compliance with all Health Care Laws; and (iii) with respect to any item or service offered by any Subsidiaries for which payment is made in whole or in part under a Federal Health Care Program, given or agreed to give, nor is there any past or future agreement to give, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential customer, patient, physician, other provider, contractor, third party payor or any other Person other than in compliance with all Health Care Laws.

               (b) Except where violation of or non-compliance with Health Care Laws could not reasonably be expected to result in a Material Adverse Effect, to the extent they participate in the Medicare and Medicaid Programs, all Subsidiaries in which ownership or membership interests are held by physicians or other Persons in a position to refer patients to or to recommend the services provided by such Subsidiaries are operated and, to the knowledge of Borrower and its Subsidiaries, have been formed in compliance with all applicable Health Care Laws.

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               (c) There are no Claims against the Borrower or any Subsidiary (including the receipt of written communication from any Governmental Authorities) in connection with or related to any alleged violation of Health Care Laws that would reasonably be expected to have a Material Adverse Effect.

               (d) All billings and claims submitted by a Subsidiary to a third party payor of health care benefits (including Federal Health Care Programs) have been complete and accurate in all respects and have been prepared in compliance with the Health Care Laws, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries has paid or caused to be paid, or shall pay or cause to be paid in accordance with applicable Health Care Laws, all known and undisputed refunds, overpayments or adjustments which have become due under the Federal Health Care Programs, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries has paid or caused to be paid all known and undisputed refunds, overpayments or adjustments which have become due to any other third party payor of health care benefits for any undisputed refund, overpayment or adjustment, except where such failure could not reasonably be expected to have a Material Adverse Effect.

               (e) Neither the Borrower nor any Subsidiary is subject to or has received written notice of any program integrity review conducted by any Governmental Authority in connection with any Federal Health Care Programs, nor has the Borrower or any Subsidiary received a subpoena, civil investigative demand, search warrant, or other similar written notice that it currently is or will be the subject of any investigation regarding violation of Health Care Laws by any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

               (f) None of the Subsidiaries is or has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any non-Federal Health Care Programs third party payor of health care benefits based upon any alleged violation of Health Care Laws by or other improper activity on the part of the Borrower, any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

               (g) None of the Borrower or the Subsidiaries or their owners, managers, directors, managing employees (as such term is defined in 43 USC §1320a 5(b)), Health Care Providers or physicians who are credentialed to perform services at ambulatory surgery centers operated by the Subsidiaries are currently excluded from, prohibited from or, to the knowledge of Borrower or the Subsidiaries, threatened with exclusion from participation in any Federal Health Care Programs to the extent such exclusion or failure could reasonably be expected to result in a Material Adverse Effect.

          Section 4.22. HIPAA. The Borrower is, and each of its Subsidiaries are, in material compliance with the applicable privacy, security, transaction standards, breach notification, and other provisions and requirements of HIPAA and any comparable state laws.

               (b) Neither the Borrower nor any Subsidiary has received any written communication from any Governmental Authority that alleges that the Borrower or any Subsidiary is not in material compliance with the applicable privacy, security, transaction standards, breach notification and other provisions and requirements of HIPAA or any comparable state laws.

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               (c) To the knowledge of the Borrower, no Breach has occurred with respect to any unsecured Protected Health Information maintained by or for the Borrower or any Subsidiary that is subject to the notification requirements of 45 C.F.R. §§ 164.406 or 164.408(b), and no information security or privacy breach event has occurred that would require notification to any Governmental Authority under state laws.

ARTICLE V

AFFIRMATIVE COVENANTS

               The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of and interest on any Loan or any fee or LC Disbursements remains unpaid or any Letter of Credit remains outstanding:

          Section 5.1. Financial Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender (subject to Section 10.1(b)):

               (a) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a copy of the annual unqualified audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing a consolidated and unaudited consolidating balance sheet and income statement of the Borrower and its Subsidiaries as of and for the end of such Fiscal Year and the related consolidated statements of shareholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth for the consolidated statements only in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Deloitte & Touche, LLP or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

               (b) as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters, an unaudited consolidated balance sheet and income statement of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the then elapsed portion of such Fiscal Year and the related unaudited consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s previous Fiscal Year, all certified by the chief financial officer or treasurer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

               (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Compliance Certificate signed by a Responsible Officer in the form of Schedule 5.1(c), (i) certifying as to whether there exists a Default or Event of Default on the date of

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such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI, Section 7.4(g), Section 7.5 (showing the amount of any dividends and any purchases of treasury stock) and Section 7.6 (showing compliance with Section 7.6(c)), and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 4.4 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

               (d) within ninety (90) days after the end of each Fiscal Year, the Borrower shall provide to the Administrative Agent its consolidated annual budget;

               (e) within forty-five (45) days after the end of each Fiscal Quarter, the Borrower shall provide to the Administrative Agent its Consolidated Statements of Operations Data, with quarterly operating history;

               (f) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Developed Center Information Package, including the Surgery Center Location Report for existing surgery centers, together with the information submitted to the Board of Directors for each new surgery center acquired during the prior Fiscal Quarter;

               (g) prompt notice of (but in any event not later than three (3) Business Days after) the filing of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; provided, that, in the case of this clause (g), such notice shall only be required to be provided to the Administrative Agent;

               (h) to the extent not provided above in this Section 5.1, all reports, statements, certificates, notices or other writings required to be delivered pursuant to paragraphs 5A and 5B of the Note Purchase Agreement within the times required therein;

               (i) promptly (but in any event not later than three (3) Business Days) after entering into any amendment, waiver, supplement or other modification of or to any Private Placement Documents, a certified copy of such amendment, modification, waiver or supplement; and

               (j) promptly upon receipt of copies of any management letters delivered to Borrower by its auditors and promptly following any request therefore, such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary as the Administrative Agent or any Lender may reasonably request.

In the event that any financial statement delivered pursuant to clauses (a) or (b) immediately above or any Compliance Certificate is shown to be inaccurate (regardless of whether this Agreement or any Commitment is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected Compliance Certificate for such

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Applicable Period, (ii) the Applicable Margin for such Applicable Period shall be determined in accordance with the corrected Compliance Certificate, and (iii) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent to the Obligations. This Section 5.1 shall not limit the rights of the Administrative Agent or the Lenders with respect to Article VIII or any rights to charge and collect interest at the Default Rate.

          Section 5.2. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender (subject to Section 10.1(b)) prompt written notice (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) of the following:

               (a) the occurrence of any Default or Event of Default;

               (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

               (c) the occurrence of any event or any other development by which the Borrower or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

               (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $100,000;

               (e) the occurrence of any default or event of default, or the receipt by Borrower or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Borrower or any of its Subsidiaries;

               (f) the early termination or material breach by any Person of a Material Contract (and, with respect to any Person other than a Loan Party, to the extent the Borrower has knowledge of such termination or breach); and

               (g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

               Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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          Section 5.3. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect: (i) its legal existence, and (ii) its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business except where such failure would not cause a Material Adverse Effect.

               (b) The Borrower will, and will cause each of its Subsidiaries to engage in the same business as presently conducted or such other businesses that are reasonably related, ancillary or complimentary thereto; provided that nothing in this Section shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3; provided, further, that, with respect to any Investment permitted by Section 7.4(i), such Investment shall not be limited by this clause (b) so long as such Investment is in a Person that is and continues to be engaged solely in the healthcare or healthcare management business.

          Section 5.4. Compliance with Laws, Etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements (including, without limitation, environmental laws, employee benefits laws, and ERISA) of any Governmental Authority applicable to its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          Section 5.5. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax liabilities and claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

          Section 5.6. Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Borrower in conformity with GAAP.

          Section 5.7. Visitation, Inspection, Etc. To the extent permitted by applicable law, the Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent, to visit and inspect its properties, to make field audits, to examine its books and records (excluding any confidential patient records required by law to be excluded from such examination) and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent may reasonably request after reasonable prior notice to the Borrower, provided that the Administrative Agent may not make field audits at any one location more than once in every twelve (12) months without the consent of the Borrower; provided, further, if an Event of Default has occurred and is continuing, no prior notice shall be required and no limitation on field audits shall apply.

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          Section 5.8. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, subject to ordinary wear and tear except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. The Borrower will cause the Administrative Agent, for the benefit of the Lenders, to be named additional insured on all liability policies of the Loan Parties.

          Section 5.9. Use of Proceeds. The Borrower will use the proceeds of the initial Loans to refinance the Indebtedness evidenced by the Existing Credit Agreement and to pay the transaction fees, costs and expenses related to the transactions contemplated by this Agreement and the other Loan Documents, and thereafter to finance general corporate needs, including working capital, Capital Expenditures, newly developed surgery centers, share repurchases, and for permitted Acquisitions or other acquisitions expressly permitted by this Agreement, all in accordance with the terms hereof. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X. All Letters of Credit will be used for general corporate purposes.

          Section 5.10. Additional Subsidiaries.

               (a) If any additional Wholly Owned Subsidiary is acquired or formed by Borrower, the Borrower shall within fifteen (15) Business Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such Wholly Owned Subsidiary is a corporation, execute a stock pledge agreement in substantially the same form as the Stock Pledge Agreement (or enter into an amendment or joinder to the Stock Pledge Agreement) pledging to the Collateral Agent all of the stock or other evidence of ownership interest it presently holds and acquires in such Wholly Owned Subsidiary, and the Borrower shall deliver along with such Stock Pledge Agreement, joinder or amendment the securities described therein, and a stock power, all of which shall be in form and substance satisfactory to Collateral Agent, (ii) if such Wholly Owned Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent pledging to the Collateral Agent all of the ownership interest the Borrower holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) cause such Wholly Owned Subsidiary to execute a Subsidiary Guarantee Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the existing Subsidiary Guarantee Agreement and Indemnity and Contribution Agreement), all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the necessity of Borrower’s execution thereof.

               (b) If any Subsidiary (other than a Wholly Owned Subsidiary) is acquired or formed by a Wholly Owned Subsidiary or the Borrower, the applicable Wholly Owned Subsidiary or

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Borrower, as applicable, within fifteen (15) Business Days after such Subsidiary is acquired or formed, shall, subject to the Release Provision, execute a Pledge Agreement, pledging its interest in such Subsidiary, and in the event such Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Collateral Agent pledging to the Collateral Agent the ownership interest that the Borrower or such applicable Wholly Owned Subsidiary holds and acquires in such Subsidiary, all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interest described herein, all without the necessity of Borrower’s or such Wholly Owned Subsidiary’s execution thereof.

               (c) In connection with the acquisition or formation of any Wholly Owned Subsidiary or other Subsidiary referenced in subparts (a) and (b) above, the Borrower shall also cause the Administrative Agent to receive simultaneously with the documentation referenced above the resolution of the respective Person executing such documentation and an opinion letter issued by Borrower’s legal counsel regarding such matters as may be reasonably required by the Administrative Agent.

               (d) In connection with the acquisition or formation of any Subsidiary referenced in clauses (a) and/or (b) immediately above, the Borrower shall cause the acquisition and formation of such Subsidiaries to be in compliance with all applicable Health Care Laws.

               (e) Notwithstanding the requirements set forth in the foregoing clauses (a) and (b) of this Section 5.10, neither the Borrower nor any Subsidiary shall be required to pledge or cause to be pledged to the Collateral Agent any Equity Interests acquired by the Borrower or its Subsidiaries after the Closing Date if the issuer of such Equity Interests does not, directly or indirectly, own, operate or manage a surgery center; provided, that, in no event shall the aggregate fair market value of all Equity Interests owned by the Borrower or its Subsidiaries in which the Collateral Agent does not have a perfected Lien exceed ten percent (10%) of the Borrower’s consolidated total assets, determined by reference to the consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.1(a).

          Section 5.11. Security Documents.

               (a) The Borrower will cooperate with the Administrative Agent to cause an annual review to be undertaken of the Security Documents and the procedures required for compliance by any Loan Party with the requirements contained therein and in Section 5.10 herein, and following such review the Borrower will, and will cause each Loan Party, to undertake any actions and implement such procedures to maintain compliance by each Loan Party with the requirements, purpose, and intent of the Security Documents and Section 5.10 herein.

               (b) The Borrower agrees that upon the occurrence of an Event of Default, or at any such other time in the reasonable discretion of the Required Lenders or the Administrative Agent and after consultation with the Borrower, the Administrative Agent may cause to be filed any such UCC financing statements (and amendments thereto) as it deems necessary to perfect the security interests described in the Security Documents and/or to comply with any federal, state, or local governmental requirements, and that in connection with such filing, cause all fees, indebtedness taxes, or other charges to be paid, all without the necessity of Borrower’s or such Loan

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Party’s execution thereof, at Borrower’s expense, which Borrower agrees to pay to the Administrative Agent immediately upon receipt of written notice thereof.

          Section 5.12. Health Care. Without limiting the generality of any other covenant contained in this Agreement, the Borrower shall, and shall cause each Subsidiary to: (a) conduct their operations in material compliance with all applicable Health Care Laws; (b) notify the Administrative Agent promptly after the Borrower or any Subsidiary becomes aware of any violation of Health Care Laws by the Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (c) promptly forward to the Administrative Agent notice of receipt by the Borrower or any Subsidiary of any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental Authority with respect to a possible violation of Health Care Laws by the Borrower or any Subsidiary (a “Governmental Subpoena”) (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Health Care Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) routine audits and information requests); and (d) promptly forward a copy of the Governmental Subpoena to the Administrative Agent, unless the Governmental Authority requests that the Borrower or any Subsidiary not provide such a copy to third parties; provided, however, that if the Governmental Authority requests that the Borrower or any Subsidiary not provide such a copy, then the Borrower will, or will cause the applicable Subsidiary to in good faith request the Governmental Authority’s permission to provide a copy of the Governmental Subpoena to the Administrative Agent, subject to the Governmental Authority’s reasonable conditions on such permission (which may include an agreement by the Administrative Agent to keep the contents of the Governmental Subpoena confidential); provided, further, that if the Governmental Authority does not grant such permission, then the Borrower or the Subsidiary receiving the Governmental Subpoena will promptly provide to the Administrative Agent a reasonably detailed summary of the information and items requested in the Governmental Subpoena.

          Section 5.13. Further Assurances.

               The Borrower will, and will cause each Subsidiary to, execute any and all further documents, agreements and instruments, and take all such further actions which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents.

          Section 5.14. Covenant to Secure Obligations Equally.

               The Borrower will, if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 7.2 (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to Section 10.2), make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as any such other Indebtedness shall be so secured; provided that the creation and maintenance of such equal and ratable Lien shall not in any way limit or modify the right of the Administrative Agent to enforce the provisions of Section 7.2.

          Section 5.15. Guaranteed Obligations.

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               The Borrower covenants that if any Person guarantees or provides collateral in any manner for any Indebtedness of the Borrower arising under or in connection with the Note Purchase Agreement, it will simultaneously cause such Person to guarantee or provide collateral for the Obligations equally and ratably with all Indebtedness guaranteed or secured by such Person pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

ARTICLE VI

FINANCIAL COVENANTS

               The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on or any Loan remains unpaid or any fee or any LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

          Section 6.1. Leverage Ratio. The Borrower shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter, a Leverage Ratio of not greater than 3.25 to 1.00.

          Section 6.2. Interest Coverage Ratio. The Borrower shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter on a rolling four quarter basis, a ratio of (a) the sum of (i) EBITDA, plus (ii) Consolidated Lease Expense to (b) the sum of (i) Consolidated Interest Expense, plus (ii) Consolidated Lease Expense of not less than 2.00 to 1.00.

          Section 6.3. Consolidated Net Worth. The Borrower, on a consolidated basis, shall maintain at all times a Consolidated Net Worth, as measured on the last day of each Fiscal Quarter, of not less than (a) $378,837,000, plus (b) fifty percent (50%) of its cumulative positive Consolidated Net Income since December 31, 2009 plus (c) one hundred percent (100%) of the net proceeds received from the issuance, sale, or disposition of the Borrower’s Capital Stock (common, preferred, or special), converted into or exchanged for Capital Stock, and any rights, options, warrants, and similar instruments from December 31, 2009 to any date of determination less (d) the amount equal to Borrower’s treasury stock purchases permitted by Section 7.5(a) herein measured from December 31, 2009 to any date of determination.

ARTICLE VII

NEGATIVE COVENANTS

               The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or the principal of or interest on any Loan remains unpaid or any fee or LC Disbursement remains unpaid or any Letter of Credit remains outstanding:

          Section 7.1. Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

               (a) Indebtedness arising under the Loan Documents;

               (b) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal

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or replacement) or shorten the maturity or the weighted average life thereof (all Indebtedness existing on the date hereof with a principal or committed amount outstanding equal to or greater than $250,000 is set forth on Schedule 7.1 attached hereto);

               (c) Intercompany Loans not to exceed in the aggregate at any time outstanding an amount equal to forty percent (40%) of the sum of EBITDA for the relevant Four-Quarter Period, plus expense attributed to noncontrolling interests as identified as the line item “noncontrolling interests” on Borrower’s Consolidated Statements of Earnings;

               (d) Indebtedness in respect of Hedging Obligations permitted by Section 7.10;

               (e) Permitted Subordinated Debt in an aggregate principal amount not to exceed $50,000,000 at any time;

               (f) Private Placement Indebtedness, including refundings, refinancings and replacements thereof, and amendments or modifications to the Private Placement Documents; provided, however, that the aggregate principal amount of such Private Placement Indebtedness shall not at any time exceed $100,000,000 and all Guarantees thereof by Subsidiaries of the Borrower that have also guaranteed the Obligations; and

               (g) Indebtedness that does not exceed the Debt Basket Amount at any time of determination, inclusive of all amounts referenced in Section 7.1(b) above, but specifically excluding all amounts referred in Sections 7.1(a), Section 7.1(c), Section 7.1(d), Section 7.1(e) and Section 7.1(f) above.

The Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or any other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Borrower or such Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interest described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Maturity Date.

          Section 7.2. Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except for the following (collectively, “Permitted Liens”):

               (a) Liens securing the Obligations and Liens in favor of the Collateral Agent pursuant to the Security Documents securing the “Obligations” (under and as defined in the Note Purchase Agreement as in effect on the date hereof) pari passu (and pursuant to the Intercreditor Agreement) with the Obligations;

               (b) Permitted Encumbrances;

               (c) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) only Liens securing Indebtedness

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or other obligations in excess of $250,000 as of the Closing Date are required to be disclosed on Schedule 7.2; and

               (d) Liens securing the Indebtedness permitted under Section 7.1(c) and/or Section 7.1(g) above; provided that such Liens shall not encumber any of the Collateral; and

               (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

          Section 7.3. Fundamental Changes. Except as otherwise expressly permitted by Section 7.6(c), the Borrower will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any party to such merger is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving Person, (iii) any Subsidiary may merge into the Borrower if Borrower is the surviving Person, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Wholly Owned Subsidiary, (v) any Subsidiary that is no longer operational as a result of a sale or disposition permitted by Section 7.6(c) shall be permitted to liquidate or dissolve and (vi) any Subsidiary (other than a Wholly Owned Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.

          Section 7.4. Investments, Loans, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly Owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:

               (a) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 7.4 (including Investments in Subsidiaries);

               (b) Permitted Investments;

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               (c) Intercompany Loans not to exceed the amount specified in Section 7.1(c) herein;

               (d) loans or advances to employees, officers or directors of the Borrower or any Subsidiary in the ordinary course of business for travel, relocation and related expenses not to exceed $250,000 in the aggregate outstanding amount;

               (e) Hedging Transactions permitted by Section 7.10;

               (f) the purchase or other acquisition of Capital Stock of one or more Non-Consolidated Entities so long as the aggregate amount of such Investments does not exceed either clause (i) or clause (ii) of the definition of Minority Investment Amount; provided however, that (x) at the time of such purchase or other acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) no such purchase or acquisition shall be made if the Borrower would not be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available;

               (g) Investments permitted by, and made in accordance with, Section 7.13;

               (h) subject to compliance with Section 5.10, Investments made in newly formed Subsidiaries for the purpose of developing new surgery centers; and

               (i) other Investments in an aggregate amount not to exceed $12,500,000 in any Fiscal Year; provided, that the aggregate amount of Investments made under this clause (h) shall not exceed $30,000,000 in the aggregate during the term of this Agreement.

          Section 7.5. Restricted Payments.

               (a) Except for dividends or distributions payable from a Wholly Owned Subsidiary to the Borrower, the Borrower will not, and will not permit any of its corporate Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any Equity Interest, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of treasury stock (each, a “Restricted Payment”); provided however, that, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower shall be permitted to declare and pay dividends in an amount not to exceed $10,000,000 in the aggregate in any Fiscal Year and (ii) the Borrower shall be permitted to purchase in the aggregate after the Closing Date treasury stock totaling no greater than (x) $75,000,000 plus (y) one hundred percent (100%) of the Net Equity Proceeds received by the Borrower after the Closing Date from the exercise of options or warrants to purchase the Borrower’s common stock; provided, further, that no Restricted Payment shall be made hereunder unless, and only unless, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants set forth in Article VI recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available;

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               (b) Upon the occurrence, and during the continuance of, a Default or Event of Default, Borrower will not, and will not permit any of its corporate Subsidiaries to, pay or make, or agree to pay or make, directly or indirectly, any principal payments against any Intercompany Loans.

          Section 7.6. Sale of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of to any Person other than to Borrower or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Borrower or a Wholly Owned Subsidiary (or to qualify directors if required by applicable law), except:

               (a) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business;

               (b) the sale of inventory and Permitted Investments in the ordinary course of business;

               (c) the sale or other disposition of one or more surgery centers (whether such sale or disposition is structured as an asset sale or a sale of all of the Equity Interests held by the Borrower or one of its Wholly Owned Subsidiaries in a Subsidiary whose sole asset is (or substantially all of its assets are comprised of) a surgery center) or Equity Interests in a Subsidiary whose sole asset is a surgery center; provided, that (i) no sale or other disposition of a surgery center or Equity Interests in a Subsidiary whose sole asset is a surgery center shall be permitted if such sale or disposition would constitute a Material Sale and (ii) at the time of such sale or other disposition, the Borrower shall have certified to the Administrative Agent and the Collateral Agent a reasonably detailed calculation of the Net Disposition Proceeds from such sale or disposition and that such sale or disposition does not constitute a Material Sale; or

               (d) the sale or other transfer by the Borrower or a Wholly Owned Subsidiary of Equity Interests in a Subsidiary to a physician or group of physicians who have a business relationship with such Subsidiary; provided that in no event shall such transfer reduce the ownership interest of the Borrower or any Wholly Owned Subsidiary in such Subsidiary below fifty-one percent (51%) (unless such transfer is a sale or disposition effected pursuant to clause (c) immediately above).

          Section 7.7. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and its Wholly Owned Subsidiaries not involving any other Affiliates and (c) any Restricted Payment permitted by Section 7.5.

          Section 7.8. Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that

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prohibits, restricts or imposes any condition upon (a) except for restrictions in certain limited partnership agreements on the ability of a partner to transfer partnership interests for the Subsidiaries set forth on Schedule 7.8, the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, any other Loan Document or the Private Placement Documents, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (iv) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof.

          Section 7.9. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

          Section 7.10. Hedging Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transactions, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or (ii) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

          Section 7.11. Amendment to Material Documents.

               (a) The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders under (a) its certificate of incorporation, bylaws or other organizational documents or (b) any Material Contract to which it is a party.

               (b) Upon the occurrence, and during the continuance of, a Default or Event of Default, the Borrower will not, and will not permit any of its corporate Subsidiaries to, amend or terminate, or agree to, amend or terminate, directly or indirectly, any Intercompany Loans.

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          Section 7.12. Accounting Changes. The Borrower will not, and will not permit any Subsidiary to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Borrower or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Borrower.

          Section 7.13. Acquisitions.

               (a) Without the prior written consent of the Required Lenders, the Borrower may not make any Acquisition unless such Acquisition satisfies all of the following conditions:

          (i) the total consideration (including cash, stock, personal property, debt assumed, and other property) exchanged for any single Acquisition does not exceed $30,000,000;

          (ii) at least one (1) Business Day before any Acquisition for a total consideration equal to or in excess of $20,000,000 not requiring Required Lender approval, and at least fifteen (15) days before any Acquisition for a total consideration equal to or in excess of $30,000,000 requiring Required Lender approval, the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package; and

          (iii) the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein within the time period required under Section 5.10.

               (b) The Borrower may not make an Acquisition that does not comply with subsection (a) hereof unless the Borrower obtains the prior approval in writing of the Required Lenders as evidenced by an Acquisition Approval Letter and satisfaction of the following conditions:

          (i) at least fifteen (15) Business Days prior to the proposed Acquisition the Borrower delivers to Administrative Agent and Lenders the Acquisition Information Package (it being understood that the Lenders shall use reasonable efforts to notify the Borrower within ten (10) Business Days after receipt of the Acquisition Information Package of their decision to approve or disapprove the proposed Acquisition); and

          (ii) if the Required Lenders approve the Acquisition, then within the time period required under Section 5.10, the Borrower shall deliver to Administrative Agent the documentation and agreements required by Section 5.10 herein.

          Section 7.14. Subsidiaries.

               Except for Investments permitted by Section 7.4(f):

               (a) The Borrower may not hold an ownership interest in any Person except a Wholly Owned Subsidiary.

               (b) A Wholly Owned Subsidiary may not hold an ownership interest in any Person except for a Subsidiary.

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          Section 7.15. ERISA Violation. The Borrower will not, and will not permit any of its Subsidiaries, to engage in any transaction, take any action, or fail to take any action which could reasonably be expected to subject the Borrower, any Subsidiary of Borrower, or any Affiliate of the Borrower or any Subsidiary of Borrower to a material civil penalty pursuant to an ERISA violation.

          Section 7.16. Government Regulation. Neither the Borrower nor any of its Subsidiaries will (a) be or become subject at any time to any law, regulation, or list of any Government Authority of the United States (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Lenders or the Administrative Agent from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Loan Parties, or (b) fail to provide documentary and other evidence of the identity of the Loan Parties as may be requested by the Lenders or the Administrative Agent at any time to enable the Lenders or the Administrative Agent to verify the identity of the Loan Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the Patriot Act.

          Section 7.17. Permitted Subordinated Indebtedness.

               (a) The Borrower will not, and will not permit any of its Subsidiaries to (i) prepay, redeem, repurchase or otherwise acquire for value any Permitted Subordinated Debt, or (ii) make any principal, interest or other payments on any Permitted Subordinated Debt that is not expressly permitted by the subordination provisions of the Subordinated Debt Documents.

               (b) The Borrower will not, and will not permit any of its Subsidiaries to, agree to or permit any amendment, modification or waiver of any provision of any Subordinated Debt Document if the effect of such amendment, modification or waiver is to (i) increase the interest rate on such Permitted Subordinated Debt or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner that would make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (iv) otherwise increase the obligations of the Borrower or any Subsidiary in respect of such Permitted Subordinated Debt or confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to the Borrower or any of its Subsidiaries or to the Administrative Agent or the Lenders.

          Section 7.18. Most Favored Lender Status. The Borrower will not, directly or indirectly, and will not permit any other Loan Party to amend or modify the Private Placement Documents to include one or more Additional Covenants or Additional Defaults, unless in each case the Borrower contemporaneously executes an amendment to this Agreement, in form and substance reasonably satisfactory to the Required Lenders, to include such Additional Covenants or Additional Defaults herein; provided, that to the extent that the Borrower or any Loan Party shall enter into, assume or otherwise become bound by or obligated under such amendment or agreement containing one or more Additional Covenants or Additional Defaults without amending this Agreement to include such Additional Covenants or Additional Defaults, the terms of this Agreement shall nonetheless, without any further action on the part of the Borrower or any Lender, be deemed or amended automatically to include each Additional Covenant and each Additional Default contained in such amendment or agreement. If the Borrower shall enter into a new note purchase agreement or other agreement to replace or refinance the Note Purchase Agreement, the terms in such new or replacement agreement governing prepayment from the proceeds of asset dispositions shall be

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materially the same as the applicable prepayment provisions in the Note Purchase Agreement on the date hereof.

               (b) The Borrower will not, directly or indirectly, amend or otherwise modify or permit any amendment or other modification of paragraph 4G of the Note Purchase Agreement, unless such amendment or modification is reasonably satisfactory to the Administrative Agent and the Required Lenders and the Borrower contemporaneously offers to execute (and if requested by the Administrative Agent or the Required Lenders, executes) an amendment to this Agreement, in form and substance reasonably satisfactory to the Required Lenders, to include the same such amendment or modification (or the functional equivalent thereof); provided, that the Borrower shall provide to the Administrative Agent and the Lenders, no less than five (5) Business Days prior to the effectiveness of any such proposed amendment or modification to the Note Purchase Agreement, a copy of the final version of such proposed amendment or modification to the Note Purchase Agreement.

ARTICLE VIII

EVENTS OF DEFAULT

          Section 8.1. Events of Default. If any of the following events (each an “Event of Default”) shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

               (a) the Borrower shall fail to pay any principal of any Loan or of any reimbursement obligation in respect of any LC Disbursements when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or

               (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount payable under clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days; or

               (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by any Loan Party or any representative of any Loan Party pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or

               (d) the Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.1, 5.2, 5.3 (with respect to the Borrower’s existence), 5.7 or Articles VI or VII; or

               (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan Document, and such failure shall remain unremedied for thirty (30) days after the earlier of (i) any officer of the Borrower becomes aware of such failure, or (ii) notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

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               (f) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest on any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition constitutes a default or accelerates, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable prior to the stated maturity date thereof; or any such Material Indebtedness shall be required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

               (g) the Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or

               (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

               (i) the Borrower or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

               (j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect for the Borrower and the Subsidiaries; or

               (k) any uninsured judgment or order for the payment of money in excess of $2,000,000, in the aggregate, or in such amount that would result in a Material Adverse Effect, shall be rendered against the Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and shall not have been stayed

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within fifteen (15) days after the commencement thereof, or (ii) there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

               (l) any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

               (m) a Change in Control shall occur or exist; or

               (n) any material provision of any Subsidiary Guarantee Agreement, the Security Documents, or any other document securing the Obligations of Borrower and the Subsidiaries hereunder shall for any reason cease to be valid and binding on, or enforceable against the Borrower or the Subsidiaries; or

               (o) Borrower or any Subsidiary violates or otherwise fails to comply with any law, rule, regulation, decree, order, or judgment under the laws of the United States of America or of any state or jurisdiction thereof which violation has a Material Adverse Effect or Borrower or any Subsidiary fails or refuses at any time to remain current in its financial reporting requirements pursuant to such laws, rules, and regulations or pursuant to the rules and regulations of any exchange upon which any shares of Borrower are traded;

               (p) a default shall occur under any other Loan Document and shall continue beyond any applicable notice and cure period;

               (q) the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any Governmental Authority from conducting any material part of the business of the Borrower and its Subsidiaries and such order shall continue in effect for more than thirty (30) days if such event or circumstance is not covered by business interruption insurance and could have a Material Adverse Effect;

               (r) the loss, suspension or revocation of, or failure to renew, any license, permit or authorization now held or hereafter acquired by the Borrower or any of its Subsidiaries, or any other action shall be taken by any Governmental Authority in response to any alleged failure by the Borrower or any of its Subsidiaries to be in compliance with applicable law if such loss, suspension, revocation or failure to renew or other action, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

               (s) any default or event of default (after giving effect to any grace period) shall have occurred and be continuing under the Subordinated Debt Documents or any Subordinated Debt Document shall cease to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto, or any Obligations fail for any reason to rank senior in priority to the Indebtedness under the Subordinated Debt Documents, or all or any part of the Permitted Subordinated Debt is accelerated, is declared to be due and payable is required to be prepaid or redeemed, in each case prior to the stated maturity thereof;

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               (t) an “Event of Default” under and as defined in the Note Purchase Agreement shall have occurred; or

               (u) an event of default shall exist under any Hedging Transaction with a Hedge Provider (taking into account any applicable cure or grace period provisions thereof);

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately; (ii) declare the principal of and any accrued interest on the Loans, and all other Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) exercise all remedies contained in any other Loan Document; and (iv) exercise any other remedies available at law or in equity; and that, if an Event of Default specified in either clause (g) or (h) shall occur, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

     Solely for the purposes of determining whether a Default or an Event of Default has occurred under clauses (g), (h) or (i) of this Section 8.1, any reference in any such clause to a Subsidiary shall be deemed not to include any Subsidiary (such Subsidiary, an “Excluded Subsidiary”) affected by any event or circumstance referred to in any such clause that did not (x) as of the last day of the Fiscal Quarter most recently ended, have assets with a value (determined on a consolidated basis) in excess of 1.0% of the consolidated total assets of the Borrower and its Subsidiaries as of the last day of such Fiscal Quarter or (y) have revenues (determined on a consolidated basis) for the Four Quarter Period in excess 1.0% of the total revenues of the Borrower and its Subsidiaries for such Four Quarter Period; provided that if it is necessary to exclude more than one Subsidiary from clause (g), (h) or (i) of this Section 8.1 pursuant to this paragraph in order to avoid a Default or an Event of Default, all Excluded Subsidiaries shall be considered to be a single consolidated Subsidiary for purposes of determining whether the condition specified above is satisfied.

          Section 8.2. Application of Proceeds from Collateral.

               Subject to the Intercreditor Agreement, all proceeds from each sale of, or other realization upon, all or any part of the Collateral by the Administrative Agent or any of the Lenders during the existence of an Event of Default shall be applied as follows:

               (a) first, to the reimbursable expenses of the Administrative Agent incurred in connection with such sale or other realization upon the Collateral, until the same shall have been paid in full;

               (b) second, to the fees and other reimbursable expenses of the Administrative Agent, the Swingline Lender and the Issuing Bank then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

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               (c) third, to all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Loan Documents, until the same shall have been paid in full;

               (d) fourth, to the fees due and payable under clauses (b) and (c) of Section 2.13 of this Agreement and interest then due and payable under the terms of this Agreement, until the same shall have been paid in full;

               (e) fifth, to the aggregate outstanding principal amount of the Loans, the LC Exposure and, to the extent secured by Liens, the Ancillary Credit Exposure of the Borrower and the other Loan Parties, until the same shall have been paid in full, allocated pro rata among the Lenders and any Affiliates of Lenders that hold such Obligations based on their respective pro rata shares of the aggregate amount of such Obligations;

               (f) sixth, to additional cash collateral for the aggregate amount of all outstanding Letters of Credit until the aggregate amount of all cash collateral held by the Administrative Agent pursuant to this Agreement is equal to 105% of the LC Exposure after giving effect to the foregoing clause fifth;

               (g) seventh, to all other Obligations until the same shall have been paid in full; and

               (h) eighth, to the extent any proceeds remain, to the Borrower or other parties lawfully entitled thereto.

All amounts allocated pursuant to the foregoing clauses second through seventh to the Lenders as a result of amounts owed to the Lenders under the Loan Documents shall be allocated among, and distributed to, the Lenders pro rata based on their respective Pro Rata Shares; provided, however, that all amounts allocated to that portion of the LC Exposure comprised of the aggregate undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth shall be distributed to the Administrative Agent, rather than to the Lenders, and held by the Administrative Agent in an account in the name of the Administrative Agent for the benefit of the Issuing Bank and the Lenders as cash collateral for the LC Exposure, such account to be administered in accordance with Section 2.22(g).

          Section 8.3. Other Remedies.

               If any Event of Default or Default shall occur and be continuing, the Administrative Agent may proceed to protect and enforce its rights under this Agreement and the other Loan Documents by exercising such remedies as are available to the Administrative Agent in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement and may direct the Collateral Agent in accordance with the Intercreditor Agreement to exercise on behalf of the Lenders all rights and remedies available to the Lenders under the Security Documents. No remedy conferred in this Agreement upon the Lenders is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

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ARTICLE IX

THE ADMINISTRATIVE AGENT

          Section 9.1. Appointment of Administrative Agent.

               (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

               (b) The Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time and except for so long as the Administrative Agent may agree at the request of the Required Lenders to act for the Issuing Bank with respect thereto; provided, that the Issuing Bank shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative Agent” as used in this Article included the Issuing Bank with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.

          Section 9.2. Nature of Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, its sub-agents or attorneys-in-fact with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction. The Administrative Agent

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shall not be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof (which notice shall include an express reference to such event being a “Default” or “Event of Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel (including counsel for the Borrower) concerning all matters pertaining to such duties.

          Section 9.3. Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder. Each of the Lenders acknowledges and agrees that outside legal counsel to the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration (including any amendments, waivers and consents) of this Agreement and the other Loan Documents is acting solely as counsel to the Administrative Agent and is not acting as counsel to any Lender (other than the Administrative Agent and its Affiliates) in connection with this Agreement, the other Loan Documents or any of the transactions contemplated hereby or thereby.

          Section 9.4. Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from the Required Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

          Section 9.5. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, posting or other distribution) believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it

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orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

          Section 9.6. The Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, “holders of Notes”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

          Section 9.7. Successor Administrative Agent.

               (a) The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States, having a combined capital and surplus of at least $5,000,000,000.

               (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such forty-fifth (45^th) day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents, and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

          Section 9.8. Authorization to Execute other Loan Documents; Collateral. (a) Each Lender authorizes the Administrative Agent to enter into each of the Loan Documents to which it is a

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party (other than this Agreement) and to take all action contemplated by such Loan Documents. Each Lender agrees (except to the extent provided in Section 9.7(b) following the resignation of the Administrative Agent) that no Lender, other than the Administrative Agent acting on behalf of all Lenders or the Collateral Agent acting in accordance with the Intercreditor Agreement, shall have the right individually to seek to realize upon the security granted by any Loan Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Lenders, upon the terms of the Loan Documents.

               (b) In the event that any Collateral is pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Lenders any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent.

               (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations or the transactions contemplated hereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder; (iv) upon the release of a Subsidiary Guaranty Agreement made or Lien granted by a Subsidiary in the case of the sale of the Subsidiary permitted by the terms of this Agreement; or (v) upon the release of any Lien on any assets which are transferred or disposed of in accordance with the terms of this Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this clause.

               (d) Upon any sale or transfer of assets constituting Collateral which is expressly permitted pursuant to the terms of any Loan Documents, or consented to in writing by the Required Lenders, and upon at least ten (10) Business Days’ prior written request by the Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders, upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

          Section 9.9. No Other Duties, Etc. Each Lender and the Borrower (for itself and the other Loan Parties) hereby agrees that none of the Arrangers, Bookrunners, the Co-Documentation Agents or the Co-Syndication Agents listed on the cover page of this Agreement, in their capacities as such, shall have any duties or obligations under any Loan Documents to the Borrower, any Lender or any Loan Party.

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          Section 9.10. Withholding Tax. To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses.

          Section 9.11. Administrative Agent May File Proofs of Claim.

               (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any Revolving Credit Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

               (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans or Revolving Credit Exposure and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent and its agents and counsel and all other amounts due the Lenders, the Issuing Bank, the Swingline Lender and the Administrative Agent under Section 10.3) allowed in such judicial proceeding; and

               (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and

               (b) Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, the Swingline Lender and the Issuing Bank to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 10.3.

               Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, the Swingline Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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ARTICLE X

MISCELLANEOUS

          Section 10.1. Notices.

               (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower:	AmSurg Corp.
	20 Burton Hills Boulevard,
	Suite 500
	Nashville, Tennessee 37215
	Attention: Claire Gulmi
	Facsimile: (615) 665-0755
	with a copy to:
	Bass Berry & Sims
	150 Third Avenue South
	Suite 2800
	Nashville, Tennessee 37201
	Attention: Mark Sheets
	Facsimile: (615) 742-2758
To the Administrative Agent and the	SunTrust Bank
Swingline Lender:	303 Peachtree Street, N.E. / 25th Floor
	Atlanta, Georgia 30308
	Attention: Agency Services
	Facsimile: (404) 724-3879
With copies to:	SunTrust Robinson Humphrey, Inc.
	303 Peachtree Street, 24th Floor
	MC 3956
	Atlanta, Georgia 30308
	Attention: Syndicated Finance
	Facsimile: (404) 827-6514
	and
	SunTrust Bank
	303 Peachtree Street, N.E.
	Atlanta, Georgia 30308
	Attention: AmSurg Account Manager
	Facsimile: (404) 588-7497

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To the Issuing Bank:	SunTrust Bank
	25 Park Place, N.E.
	Mail Code 3706
	Atlanta, Georgia 30303
	Attention: Jon Conley
	Facsimile: (404) 588-8129
To any other Lender:	the address set forth in the Administrative Questionnaire or the Assignment and Acceptance Agreement executed by such Lender

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon receipt or rejection thereof by the intended recipient or if delivered, upon delivery; provided, that notices delivered to the Administrative Agent or the Issuing Bank shall not be effective until actually received or rejected by such Person at its address specified in this Section 10.1.

               (b) Documents required to be delivered pursuant to Sections 5.1 or 5.2 herein may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on such documents are posted on the Borrower’s behalf on an Internet or intranet website, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website, and whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent until a written request to cease delivering paper copies is given by the Administrative Agent; and (ii) the Borrower shall notify the Administrative Agent of the posting of any such documents and shall provide to the Administrative Agent copies of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate required by Section 5.1(c) to the Administrative Agent. Except for such Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

               (c) Any agreement of the Administrative Agent, the Issuing Bank, and the Lenders herein to receive certain notices by telephone, facsimile or other electronic transmission is solely for the convenience and at the request of the Borrower. The Administrative Agent, the Issuing Bank, and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Administrative Agent, the Issuing Bank, and the Lenders shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent, the Issuing Bank, or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans, the LC Exposure, and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent, the Issuing Bank, and the Lenders

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to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent, the Issuing Bank, and the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent, the Issuing Bank, and the Lenders to be contained in any such telephonic or facsimile notice.

          Section 10.2. Waiver; Amendments.

               (a) No failure or delay by the Administrative Agent, the Issuing Bank, or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent, the Issuing Bank, or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank, and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, the Issuing Bank, or any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

               (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and the Administrative Agent with the consent of the Required Lenders and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change any Section in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release the Borrower or any guarantor or limit the liability of the Borrower under the Loan Documents or any such guarantor under any guaranty agreement; (vii) except as contemplated by the Release Provision, releases related to liquidations and dissolutions permitted by Section 7.3(v) and Section 7.3(vi) and releases related to sales or dispositions permitted by Section 7.6(c), release all or substantially all Collateral or agree to subordinate any Lien in such Collateral to any other creditor of the Borrower or any Subsidiary, without the written consent of each

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Lender; (viii) subordinate the Loans to any other Indebtedness without the consent of all Lenders, or (ix) increase the aggregate of all Commitments (other than pursuant to Section 2.23) without the consent of all of the Lenders; provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent, the Swingline Lender or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything contained herein to the contrary, (x) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have been terminated by the Borrower (with the consent of the Administrative Agent), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Notwithstanding anything herein or otherwise to the contrary, any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default is waived in writing in accordance with the terms of this Section notwithstanding (i) any attempted cure or other action taken by the Borrower or any other Person subsequent to the occurrence of such Event of Default or (ii) any action taken or omitted to be taken by the Administrative Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver in writing in accordance with the terms of this Section).

          Section 10.3. Expenses; Indemnification.

               (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of (outside) counsel (but not in-house counsel) for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated) (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Administrative Agent, the Issuing Bank, or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

               (b) The Borrower shall indemnify the Administrative Agent, the Arrangers, the Issuing Bank, the Swingline Lender and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all costs, losses, liabilities, claims, damages and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any

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Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the use by any Person of any information or materials obtained by or through SyndTrak or other internet web sites, (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction; provided, further that the Borrower shall not be obligated to indemnify any Indemnitee for Excluded Taxes, the costs and expenses incurred in connection with the assignment of or participation in any Lender’s interest in the Loans or the LC Exposure, and attorney fees incurred by any Lender other than SunTrust Bank in its capacity as Administrative Agent. The provisions of this paragraph in favor of any Indemnitee shall be in addition to any right that such Indemnitee has at common law or otherwise.

               (c) The Borrower shall pay, and hold the Administrative Agent, the Issuing Bank, and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent, the Issuing Bank, and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

               (d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Swingline Lender or the Issuing Bank under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Swingline Lender or the Issuing Bank in its capacity as such.

               (e) No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in

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connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

               (f) No Indemnitee shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or any other Loan Party arising out of, related to, or in connection with the transactions contemplated by this Agreement or any Loan Documents, except to the extent that such liability shall be finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnitee.

               (g) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated herein or therein, any Loan or any Letter of Credit or the use of proceeds thereof.

               (h) All amounts due under this Section shall be payable promptly after written demand therefor.

               (i) The provisions contained in this Section 10.3 shall survive and continue beyond the repayment of the Loans and Obligations described herein.

          Section 10.4. Successors and Assigns.

               (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

               (b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

               (i) Minimum Amounts.

     (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case

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of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

     (B) in any case not described in Section 10.4(b)(i)(A), the aggregate amount of the Commitment (which for this purpose includes Loans and Revolving Credit Exposure outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans and Revolving Credit Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to any such lower amount unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof.

     (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans, Revolving Credit Exposure or the Commitments assigned.

     (iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 10.4(b)(i)(B) and, in addition:

     (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof;

     (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person that is not a Lender with a Commitment; and

     (C) the consent of the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), and the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Commitments.

     (iv) Assignment and Acceptance. The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing

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and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.19 if such assignee is a Foreign Lender.

     (v) No Assignment to Borrower. No such assignment shall be made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.

     (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 2.16, Section 2.17, Section 2.18 and Section 10.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Each assignee who executes an Assignment and Acceptance shall, upon the execution and delivery of such Assignment and Acceptance to the Administration Agent, be deemed to be a party to the Intercreditor Agreement and to have the rights and obligations of a “Creditor” under and as defined in the Intercreditor Agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section. If the consent of the Borrower to an assignment is required hereunder (including a consent to an assignment which does not meet the minimum assignment thresholds specified above), the Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has actually been delivered by the assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is expressly refused by the Borrower prior to such fifth Business Day.

          (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and Revolving Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Information contained in the Register with respect to any Lender shall be available for inspection by such Lender at any reasonable time and from time to time upon reasonable prior notice; information contained in the Register shall also be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. In establishing and maintaining the Register, the Administrative Agent shall serve as the Borrower’s agent solely for tax purposes and solely with respect to the actions described in this Section, and the Borrower hereby agrees that, to the extent SunTrust Bank serves in such capacity, SunTrust Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees”.

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          (d) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Bank sell participations to any Person (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

          (e) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to the following to the extent affecting such Participant: (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or reduction of any Commitment, without the written consent of each Lender affected thereby, (iv) change any Section in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (vi) release the Borrower or any guarantor or limit the liability of the Borrower under any Loan Document or any such guarantor under any guaranty agreement without the written consent of each Lender; (vii) except as contemplated by the Release Provision, releases related to liquidations and dissolutions permitted by Section 7.3(v) and Section 7.3(vi) and releases related to sales or dispositions permitted by Section 7.6(c), release all or substantially all Collateral or agree to subordinate any Lien in such Collateral to any other creditor of the Borrower or any Subsidiary, without the written consent of each Lender; (viii) subordinate the Loans to any other Indebtedness without the consent of all Lenders, or (ix) increase the aggregate of all Commitments (other than pursuant to Section 2.23) without the consent of all of the Lenders. Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.16, Section 2.17 and Section 2.18 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.

          (f) A Participant shall not be entitled to receive any greater payment under Section 2.16 and Section 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.19 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(e) as though it were a Lender.

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          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

     Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process.

          (a) This Agreement and the other Loan Documents shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Tennessee.

          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court of the Middle District of Tennessee, and of any state court of the State of Tennessee, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Tennessee state court or , to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

          (c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

     Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

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FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     Section 10.7. Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for the credit or the account of the Borrower against any and all Obligations held by such Lender or the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall have made demand hereunder and although such Obligations may be contingent or unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. Each Lender and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations before applying such amounts to any other Indebtedness or other obligations owed by the Borrower and any of its Subsidiaries to such Lender or the Issuing Bank.

     Section 10.8. Counterparts; Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or by email, in pdf or other electronic format), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters. Delivery of an executed counterpart of a signature page of this Agreement and any other Loan Document by telecopy or by email, in pdf or other electronic format, shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document.

     Section 10.9. Survival. All covenants, agreements, representations and warranties made by the Borrower herein, in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.17, 2.18, 2.19, and 10.3 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the

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termination of this Agreement or any provision hereof. All representations and warranties made herein, in the Loan Documents, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Loans and the issuance of the Letters of Credit.

     Section 10.10. Severability. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 10.11. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to take normal and reasonable precautions to maintain the confidentiality of any information relating to the Borrower or any of its Subsidiaries or any of their respective businesses, to the extent designated in writing as confidential and provided to it by the Borrower or any Subsidiary, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, except that such information may be disclosed (i) to any Related Party of the Administrative Agent, the Issuing Bank or any such Lender including without limitation accountants, legal counsel and other advisors, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority purporting to have jurisdiction over it (including any self-regulatory authority such as the National Association of Insurance Commissioners), (iv) to the extent that such information becomes publicly available other than as a result of a breach of this Section, or which becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in connection with the exercise of any remedy hereunder or under any other Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Documents or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (B) any actual or prospective party (or its Related Parties) to any swap or derivative or similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (vii) any rating agency, (viii) the CUSIP Service Bureau or any similar organization, or (ix) with the consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information.

     Section 10.12. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which may be treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all

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Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender.

     Section 10.13. Waiver of Effect of Corporate Seal. The Borrower represents and warrants that neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any requirement of law or regulation, agrees that this Agreement is delivered by Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this Agreement or such other Loan Documents.

     Section 10.14. Patriot Act. The Administrative Agent and each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. Each Loan Party shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such other actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

     Section 10.15. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

     Section 10.16. Replacement Intercreditor Agreement. If the Borrower shall enter into a new note purchase agreement or similar agreement for the purpose of refinancing or replacing the Note Purchase Agreement, then, promptly following the request of the Borrower, the Lenders shall enter into a new intercreditor agreement on terms substantially similar to those in the Intercreditor Agreement entered into on the date hereof together with such other terms as the Required Lenders shall approve.

[Signatures on Following Pages]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER: AMSURG CORP.
By:
	Claire Gulmi
	Title:  Executive Vice President, Chief Financial Officer and Secretary
LENDER: SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender
By:
Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:
REGIONS	BANK
By:
Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

BANK OF AMERICA, N.A.

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

JPMORGAN CHASE BANK, N.A.

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

US BANK NATIONAL ASSOCIATION

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

RAYMOND JAMES BANK, FSB

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

BRANCH BANKING AND TRUST COMPANY

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

FIFTH THIRD BANK, N.A.

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

WELLS FARGO BANK, N.A.

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

COMPASS BANK

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

KEYBANK NATIONAL ASSOCIATION

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

UNION BANK, N.A.

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

THE BANK OF NASHVILLE

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

GOLDMAN SACHS BANK USA

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

LENDER:

AVENUE BANK

By:

Title:

[Signature Page for Revolving Credit Agreement
with AmSurg Corp.]

EXHIBIT A

[FORM OF]
REVOLVING CREDIT NOTE

$	, 2010
	Nashville, Tennessee

     FOR VALUE RECEIVED, the undersigned, AMSURG CORP., a Tennessee corporation (the “Borrower”), hereby promises to pay to the order of                      (the “Lender”) or its registered assigns, at the Payment Office of the Administrative Agent, on the Maturity Date, as defined in the Revolving Credit Agreement dated as of May      , 2010 (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent for the Lenders, the lesser of the principal sum of up to and No/100 Dollars ($                    ), or so much thereof advanced as Revolving Loans by the Lender to the Borrower pursuant to the Credit Agreement, outstanding from time to time, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Administrative Agent and the Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

     The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at a rate or rates provided in the Credit Agreement.

     All borrowings evidenced by this Revolving Credit Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement.

     This Revolving Credit Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

1

     ENTERED INTO as of the date first written above.

AMSURG CORP.

By:

Title:

[Signature Page to Revolving Credit Note]

2

LOANS AND PAYMENTS

			Unpaid
			Principal	Name of Person
	Amount and	Payments of	Balance of	Making
Date	Type of Loan	Principal	Note	Notation

3

[FORM OF]
ASSIGNMENT AND ACCEPTANCE

     Reference is made to the Revolving Credit Agreement dated as of May ___, 2010 (as amended and in effect on the date hereof, the “Credit Agreement”), among AMSURG CORP., a Tennessee corporation, the Lenders from time to time party thereto and SunTrust Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings.

     The Assignor (as set forth below) hereby sells and assigns, without recourse, to the Assignee designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with participations in the LC Exposure and Swingline Exposure of the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.

     This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.19(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay all fees payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit Agreement.

This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Tennessee.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

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Effective Date of Assignment:

(“Assignment Date”):

		Percentage Assigned of
		Revolving Commitment
		(set forth, to at least 8
		decimals, as a percentage
		of the aggregate Revolving
	Principal Amount	Commitments of all
Facility	Assigned	Lenders thereunder)
Revolving Loans:	$	%

     The terms set forth above are hereby agreed to as of this                     , 20     :

[NAME OF ASSIGNOR], as Assignor

By:

Title:

[NAME OF ASSIGNEE], as Assignee

By:

Title:

     The undersigned hereby consents to the within assignment as of this                     , 20     :

AMSURG CORP.	SUNTRUST BANK, as Administrative Agent
By:	By:
Title:	Title:

[Signature Page to Assignment and Acceptance]

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EXHIBIT C

[FORM OF]
SUBSIDIARY GUARANTEE AGREEMENT

     THIS SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”) is entered into by and between the undersigned Wholly Owned Subsidiaries (each such subsidiary individually, a “Guarantor” and collectively the “Guarantors”) of AMSURG CORP., a Tennessee corporation (the “Borrower”) in favor of SUNTRUST BANK, a Georgia state banking corporation as Administrative Agent (the “Administrative Agent”), for the ratable benefit of the Lenders as defined in the Credit Agreement referred to below, as of May ___, 2010.

WITNESSETH:

     WHEREAS, reference is made to the Revolving Credit Agreement dated                           , 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent for the Lenders, Swingline Lender and Issuing Bank (in such capacity, the "Issuing Bank”);

     WHEREAS, capitalized terms used in this Agreement and not defined herein shall have the meanings assigned to such terms in the Credit Agreement;

     WHEREAS, the Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for the account of the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement;

     WHEREAS, the Borrower, the Guarantors and the other Subsidiaries of the Borrower, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent, the Lenders and the Issuing Bank through their collective efforts;

     WHEREAS, each of the Guarantors is a Wholly Owned Subsidiary of the Borrower and acknowledges that it will derive substantial direct and indirect benefits from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank;

     WHEREAS, the obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Subsidiary Guarantee Agreement in the form hereof;

     WHEREAS, as consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Agreement;

     WHEREAS, the Borrower may from time to time enter into Hedging Transactions with Hedge Providers whereby the Borrower incurs Hedging Obligations;

     WHEREAS, it is a requirement of Section 3.1 and Section 5.10(a) of the Credit Agreement that each Wholly Owned Subsidiary shall execute and deliver a guarantee of this

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form, whereby each Guarantor shall guarantee the payment when due of all Obligations of the Borrower; and

     WHEREAS, in consideration of the financial and other support that the Borrower has provided, and such financial and other support as the Borrower may in the future provide to each Guarantor, the Guarantors are willing to guarantee the Borrower’s Obligations.

     NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Definitions. Terms not otherwise defined herein shall have the same meanings ascribed to them in the Credit Agreement.

     SECTION 2. Representations and Warranties. Each Guarantor hereby makes all of the representations and warranties applicable to it as set forth in Article IV of the Credit Agreement as if such representations and warranties were set forth herein in full (which representations and warranties shall be deemed to have been renewed upon each Borrowing pursuant to or under the Credit Agreement).

     SECTION 3. Covenants. Each Guarantor covenants that so long as any Lender has any commitment to Borrower outstanding under the Credit Agreement, or any obligation remains to be performed or any amount remains payable by Borrower to Lender under the Credit Agreement, any Revolving Credit Notes, the Swingline Note, any LC Exposure, or other Loan Documents, each Guarantor shall comply with all covenants contained in this Agreement and all those covenants in the Credit Agreement applicable to any Guarantor that, if necessary, will enable the Borrower to fully comply with those covenants and agreements set forth in the Credit Agreement.

     SECTION 4. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of all Obligations of the other Loan Parties, including all such which would become due but for the operation of the automatic stay pursuant to the Bankruptcy Code of 1978, as amended (collectively, the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.

     SECTION 5. Guaranteed Obligations Not Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any other Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other

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Guarantor under this Agreement, or (c) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Administrative Agent or any Lender.

     SECTION 6. Security. Each of the Guarantors authorizes the Administrative Agent and each of the Lenders to (a) take and hold security for payment of this Agreement and the Guaranteed Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors of other obligors.

     SECTION 7. Guarantee of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any of the security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any other person.

     SECTION 8. No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or to the maximum extent permitted by applicable law, by any other act or omission that may or might in any manner or to the extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

     SECTION 9. Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Obligations. The Administrative Agent and the Lenders may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security.

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     SECTION 10. Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any Lender has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for the benefit of the Lenders in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Administrative Agent, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. In addition, any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Guaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

     SECTION 11. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the Lenders will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

     SECTION 12. Representations and Warranties. Each Guarantor represents and warrants as to itself that all representations and warranties relating to it (as a Subsidiary of the Borrower) contained in the Credit Agreement are true and correct in all material respects.

     SECTION 13. Termination; Reinstatement. The guarantees made hereunder (a) shall terminate when all the Guaranteed Obligations have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if (i) any payment made by Borrower or any Guarantor and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or (ii) the proceeds of Collateral are required to be returned by any Loan Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Agreement shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Agreement (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such

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Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

     In connection with the foregoing, the Administrative Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.

     SECTION 14. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Administrative Agent, and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Guarantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the Lenders, and their respective successors and assigns, except that (i) no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void) and (ii) any assignment by the Administrative Agent must be in accordance with the Credit Agreement. If all of the Capital Stock of a Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by the Credit Agreement, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

     SECTION 15. Waivers; Amendment.

     (a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights of the Administrative Agent hereunder and of the Lenders under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver and consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Administrative Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement).

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     SECTION 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 17. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it at its address set forth on Schedule I attached hereto.

     SECTION 18. Survival of Agreement; Severability.

     (a) All covenants, agreements representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the Lenders and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by any of them or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

     (b) In the event one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 19. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 14), and shall become effective as provided in Section 14. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

     SECTION 20. Rules of Interpretation. The rules of interpretation specified in Section 1.4 of the Credit Agreement shall be applicable to this Agreement.

     SECTION 21. Jurisdiction; Consent to Service of Process.

     (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the United States District Court of the Middle District of Tennessee and any state court of the State of Tennessee sitting in Davidson County, Tennessee and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Tennessee State court or, to the extent permitted by law, in such Federal court. Each of the

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parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction.

     (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any Tennessee State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

     (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

     SECTION 22. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 22.

     SECTION 23. Additional Guarantors. Pursuant to Section 5.10 of the Credit Agreement, each Wholly Owned Subsidiary that was not in existence on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Wholly Owned Subsidiary. Upon execution and delivery after the date hereof by the Administrative Agent and such Wholly Owned Subsidiary of an instrument in the form of Annex 1, such Wholly Owned Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

     SECTION 24. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, other than trust or tax withholding accounts) at any time held and other Indebtedness at any time owing by such Lender or the Issuing Bank to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor due under this Agreement and the other Loan Documents held by such Lender or the Issuing

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Bank, irrespective of whether or not such Person shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. Each Lender and the Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender and the Issuing Bank, as the case may be; provided, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the Issuing Bank under this Section 24 are in addition to other rights and remedies (including other rights of setoff) which such Lender or the Issuing Bank, as the case may be, may have.

     SECTION 25. Savings Clause.

     (a) It is the intent that each Guarantor’s maximum obligations hereunder shall be, but not in excess of:

     (i) in a case or proceeding commenced by or against a Guarantor under the Bankruptcy Code on or within one year from the date on which any of the Guaranteed Obligations are incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations (or any other obligations of Guarantors to Lenders) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

     (ii) in a case or proceeding commenced by or against a Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Guaranteed Obligations are incurred, the maximum amount which would not otherwise cause the Guaranteed Obligations to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

     (iii) in a case or proceeding commenced by or against a Guarantor under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar debtor relief laws), the maximum amount which would not otherwise cause the Guaranteed Obligations to be avoidable or unenforceable against such Guarantor under such law, statute or regulation including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding.

(The substantive laws under which the possible avoidance or unenforceability of the Guaranteed Obligations (or any other obligations of Guarantors to Lenders) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”).

     (b) To the end set forth in Section 25(a), but only to the extent that the Guaranteed Obligations would otherwise be subject to avoidance under the Avoidance Provisions, if a Guarantor is not deemed to have received valuable consideration, fair

8

value or reasonably equivalent value for the Guaranteed Obligations, or if the Guaranteed Obligations would render a Guarantor insolvent, or leave a Guarantor with an unreasonably small capital to conduct its business, or cause a Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the Guaranteed Obligations are deemed to have been incurred under the Avoidance Provisions and after giving effect to the contribution by such Guarantor, the maximum Guaranteed Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the Guaranteed Obligations (or any other obligations of Guarantors to Lenders), as so reduced, to be subject to avoidance under the Avoidance Provisions. This Section 25(b) is intended solely to preserve the rights of Lenders hereunder to the maximum extent that would not cause the Guaranteed Obligations of Guarantors to be subject to avoidance under the Avoidance Provisions, and neither the Guarantors nor any other Person shall have any right or claim under this Section 25 as against Lenders that would not otherwise be available to such person under the Avoidance Provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

	GUARANTOR: AmSurg Holdings, Inc. AmSurg Anesthesia Management Services, LLC AmSurg EC Topeka, Inc. AmSurg EC St. Thomas, Inc. AmSurg EC Beaumont, Inc. AmSurg KEC, Inc. AmSurg EC Santa Fe, Inc. AmSurg EC Washington, Inc. AmSurg Torrance, Inc. AmSurg Encino, Inc. AmSurg Abilene, Inc. AmSurg Suncoast, Inc. AmSurg Lorain, Inc. AmSurg La Jolla, Inc. AmSurg Hillmont, Inc. AmSurg Palmetto, Inc. AmSurg Northwest Florida, Inc. AmSurg Ocala, Inc. AmSurg Maryville, Inc. AmSurg Miami, Inc. AmSurg Burbank, Inc. AmSurg Melbourne, Inc. AmSurg El Paso, Inc. AmSurg Crystal River, Inc. AmSurg Abilene Eye, Inc. AmSurg Inglewood, Inc. AmSurg Glendale, Inc. AmSurg San Antonio TX, Inc. AmSurg San Luis Obispo CA, Inc. AmSurg Temecula CA, Inc. AmSurg Escondido CA, Inc. AmSurg Scranton PA, Inc. AmSurg Arcadia CA Inc. AmSurg Main Line PA, Inc. AmSurg Oakland CA, Inc. AmSurg Lancaster PA, Inc. AmSurg Pottsville PA, Inc. AmSurg Glendora CA, Inc. AmSurg Kissimmee FL, Inc. AmSurg Altamonte Springs FL., Inc.
ACCEPTED AND AGREED TO BY:	AmSurg New Port Richey FL, Inc. AmSurg EC Centennial, Inc.
ADMINISTRATIVE AGENT:	AmSurg Naples, Inc.
SUNTRUST BANK, Administrative Agent on behalf of Lenders:
By:	By:
Title:	Name:	Claire M. Gulmi
	Claire M. Gulmi has executed this Agreement in her capacity as Vice President, Secretary and Treasurer of each of the Guarantors.

[Signature Page to Subsidiary Guarantee Agreement]

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SCHEDULE I
ADDRESS FOR NOTICES

AmSurg Corp.
20 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Attn: Claire Gulmi
Facsimile: (615) 665-0755

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ANNEX 1 TO THE
SUBSIDIARY GUARANTEE AGREEMENT

     SUPPLEMENT NO. [     ] dated as of [          ], to the Subsidiary Guarantee Agreement (the “Guarantee Agreement”) dated as of May      , 2010 among each of the Wholly Owned Subsidiaries set forth therein (each such Subsidiary individually, a “Guarantor” and collectively, the "Guarantors”) of AMSURG CORP., a Tennessee corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

     A. Reference is made to the Revolving Credit Agreement dated as of May      , 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, Swingline Lender and Issuing Bank (in such capacity, the “Issuing Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement and Credit Agreement.

     B. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, each Wholly Owned Subsidiary that was not in existence or not a Wholly Owned Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Wholly Owned Subsidiary. Section 23 of the Guarantee Agreement provides that additional Wholly Owned Subsidiaries of the Borrower may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Wholly Owned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

     Accordingly, the Administrative Agent and the New Guarantor agree as follows:

     SECTION 1. In accordance with Section 23 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as Guarantor thereunder, and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a Guarantor in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference.

     SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by

12

general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     SECTION 3. This Supplement may be executed in counterparts each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

     SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 17 of the Guarantee Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

     SECTION 8. To the extent such expenses are not paid by the Borrower under the Credit Agreement, the New Guarantor agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the fees, disbursements and other charges of counsel for the Administrative Agent, all to the extent set forth under Section 10.3 of the Credit Agreement.

13

     IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written.

[NAME OF NEW GUARANTOR]
By:
	Name:
	Title:
	Address:
SUNTRUST BANK, as Administrative Agent
By:
	Name:
	Title:

[Signature Page to Subsidiary Guarantee Agreement Supplement]

14

EXHIBIT D

[FORM OF]
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

     THIS INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT (the “Agreement”) IS ENTERED INTO by and between the undersigned Wholly Owned Subsidiaries (each such subsidiary individually, a "Guarantor” and collectively the “Guarantors”) of AMSURG CORP., a Tennessee corporation (the "Borrower”) in favor of SUNTRUST BANK, a Georgia state banking corporation as Administrative Agent (the “Administrative Agent”), for the ratable benefit of the Lenders as defined in the Credit Agreement referred to below, as of May      , 2010.

     Reference is made to (a) the Revolving Credit Agreement dated as of May      , 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, and (b) the Subsidiary Guarantee Agreement dated as of May      , 2010, among the Guarantors and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

     The Lenders have agreed to make Loans to the Borrower, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. The Guarantors have guaranteed such Loans and the other Guaranteed Obligations (as defined in the Guarantee Agreement) of the Borrower under the Credit Agreement pursuant to the Guarantee Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Borrower and the Guarantors of an agreement in the form hereof.

     Accordingly, the Borrower, each Guarantor and the Administrative Agent agree as follows:

     SECTION 1. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under the Guarantee Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment, and (b) in the event any assets of any Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any secured party thereunder, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value of the fair market value of the assets so sold.

     SECTION 2. Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 3) that, in the event a payment shall be made by any other Guarantor under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any secured party and such other Guarantor (the "Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair

1

market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights of such Claiming Guarantor under Section 1 to the extent of such payment.

     SECTION 3. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 1 and 2 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Guaranteed Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required under applicable law or otherwise shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

     SECTION 4. Termination. This Agreement shall survive and be in full force and effect so long as any Obligation is outstanding and has not been indefeasibly paid in full in cash, and so long as the LC Exposure has not been reduced to zero or any of the Commitments under the Credit Agreement have not been terminated, and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Lender or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.

     SECTION 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 6. No Waiver; Amendment.

     (a) No failure on the part of the Administrative Agent or any Guarantor to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Administrative Agent or any Guarantor preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. None of the Administrative Agent and the Guarantors shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such parties.

     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Borrower, the Guarantors and the Administrative Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement).

     SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in the Guarantee Agreement and addressed as specified therein.

2

     SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

     SECTION 9. Survival of Agreement; Severability.

     (a) All covenants and agreements made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Administrative Agent, the Lenders and each Guarantor and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

     (b) In case one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts) each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall be effective with respect to any Guarantor when a counterpart bearing the signature of such Guarantor shall have been delivered to the Administrative Agent. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

     SECTION 11. Rules of Interpretation. The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.

     SECTION 12. Additional Guarantors. Pursuant to Section 5.10(a) of the Credit Agreement, each Wholly Owned Subsidiary of the Borrower that was not in existence or not such a Wholly Owned Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Wholly Owned Subsidiary. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Wholly

3

Owned Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above.

BORROWER:

AMSURG CORP.

By:

Title: Claire M. Gulmi, Senior Vice President, Chief Financial Officer and Secretary

[Signature Page to Indemnity, Subrogation and Contribution Agreement]

5

WHOLLY OWNED SUBSIDIARIES:

AmSurg Holdings, Inc.
AmSurg Anesthesia Management Services, LLC
AmSurg EC Topeka, Inc.
AmSurg EC St. Thomas, Inc.
AmSurg EC Beaumont, Inc.
AmSurg KEC, Inc.
AmSurg EC Santa Fe, Inc.
AmSurg EC Washington, Inc.
AmSurg Torrance, Inc.
AmSurg Encino, Inc.
AmSurg Abilene, Inc.
AmSurg Suncoast, Inc.
AmSurg Lorain, Inc.
AmSurg La Jolla, Inc.
AmSurg Hillmont, Inc.
AmSurg Palmetto, Inc.
AmSurg Northwest Florida, Inc.
AmSurg Ocala, Inc.
AmSurg Maryville, Inc.
AmSurg Miami, Inc.
AmSurg Burbank, Inc.
AmSurg Melbourne, Inc.
AmSurg El Paso, Inc.
AmSurg Crystal River, Inc.
AmSurg Abilene Eye, Inc.
AmSurg Inglewood, Inc.
AmSurg Glendale, Inc.
AmSurg San Antonio TX, Inc.
AmSurg San Luis Obispo CA, Inc.
AmSurg Temecula CA, Inc.
AmSurg Escondido CA, Inc.
AmSurg Scranton PA, Inc.
AmSurg Arcadia CA Inc.
AmSurg Main Line PA, Inc.
AmSurg Oakland CA, Inc.
AmSurg Lancaster PA, Inc.
AmSurg Pottsville PA, Inc.
AmSurg Glendora CA, Inc.
AmSurg Kissimmee FL, Inc.
AmSurg Altamonte Springs FL., Inc.
AmSurg New Port Richey FL, Inc.
AmSurg EC Centennial, Inc.
AmSurg Naples, Inc.

By:

Name: Claire M. Gulmi

Claire M. Gulmi has executed this Indemnity, Subrogation and Contribution Agreement in her capacity as Vice President, Secretary and Treasurer of each of the Guarantors.

[Signature Page to Indemnity, Subrogation and Contribution Agreement]

6

ADMINISTRATIVE AGENT:

SUNTRUST BANK, Administrative Agent on behalf of Lenders

By:

Title:

[Signature Page to Indemnity, Subrogation and Contribution Agreement]

7

ANNEX I TO
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

     SUPPLEMENT NO.       dated as of                     , 20     , to the Indemnity, Subrogation and Contribution Agreement dated as of May      , 2010 (as the same may be amended, supplemented or otherwise modified from time to time, the “Indemnity and Contribution Agreement”) among AMSURG CORP., a Tennessee corporation (the “Borrower”), the Wholly Owned Subsidiaries, as defined in the Credit Agreement referred to below (the “Guarantors”), and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

     A. Reference is made to (a) the Revolving Credit Agreement dated as of May      , 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”) and SunTrust Bank, as Administrative Agent, and (b) the Subsidiary Guarantee Agreement dated as of May      , 2010, among the Guarantors and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”).

     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity and Contribution Agreement and the Credit Agreement.

     C. The Borrower and the Guarantors have entered into the Indemnity and Contribution Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.10(a) of the Credit Agreement, each Wholly Owned Subsidiary that was not in existence or not such a Wholly Owned Subsidiary on the date of the Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Wholly Owned Subsidiary. Section 12 of the Indemnity and Contribution Agreement provides that additional Wholly Owned Subsidiaries may become Guarantors under the Indemnity and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Wholly Owned Subsidiary (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Indemnity and Contribution Agreement in order to induce the Lenders to make additional Loans and as consideration for Loans previously made.

     Accordingly, the Administrative Agent and the New Guarantor agree as follows:

     SECTION 1. In accordance with Section 12 of the Indemnity and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity and Contribution Agreement applicable to it as Guarantor thereunder. Each reference to a Guarantor in the Indemnity and Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity and Contribution Agreement is hereby incorporated herein by reference.

     SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by it and

8

constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

     SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts) each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signature of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

     SECTION 4. Except as expressly supplemented hereby, the Indemnity and Contribution Agreement shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE.

     SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity and Contribution Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity and Contribution Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature.

     SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

     IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement to the Indemnity and Contribution Agreement as of the day and year first above written.

9

NEW GUARANTOR:

[NAME OF NEW GUARANTOR]

By:

Title:

ADMINISTRATIVE AGENT:

SUNTRUST BANK, as Administrative Agent on behalf of Lenders

By:

Title:

[Signature Page to Indemnity, Subrogation and Contribution Agreement Supplement]

10

EXHIBIT E

[FORM OF]
ACQUISITION APPROVAL LETTER

                    , 20___

To the Administrative Agent and Lenders
under the Credit Agreement referred to below

Ladies and Gentlemen:

     Reference is made to the Revolving Credit Agreement, dated as of May ___, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AmSurg Corp. (the “Borrower”), the lender parties thereto (the “Lenders”), and SunTrust Bank, as the Administrative Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, the terms defined in the Credit Agreement shall be used herein as therein defined.

     In connection with the proposed Acquisition, the Borrower hereby requests that the Administrative Agent and the Lenders approve the Acquisition pursuant to Section 7.13 of the Credit Agreement. The Borrower hereby acknowledges that the Lenders’ approval of the Acquisition is subject to satisfaction of all of the conditions precedent set forth in Section 7.13 of the Credit Agreement.

     The Borrower herewith submits the Acquisition Information Package.

     The execution and delivery of this Acquisition Approval Letter by the Required Lenders shall constitute approval of the Acquisition.

     This Acquisition Approval Letter may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same consent.

     This Acquisition Approval Letter shall become effective upon the receipt by the Administrative Agent of executed counterparts of this consent duly executed by the Borrower and by the Required Lenders.

     The Borrower certifies to the Lenders that immediately after completion of the Acquisition no Default or Event or Default shall exist, and all of the representations of the Borrower contained in Article IV are true and correct in all material respects.

1

Very truly yours,

AMSURG CORP.

By:

Title:

Approved as of:

                                        ,                    :

ADMINISTRATIVE AGENT:

SUNTRUST BANK

By:

Title:

LENDERS:

SUNTRUST BANK

By:

Title:

[Additional Lenders to be added]

[Signature Page to Acquisition Approval Letter]

2

EXHIBIT F

[FORM OF]
ACQUISITION INFORMATION PACKAGE

     Pursuant to Section 7.13(a) and (b) of the Credit Agreement, AmSurg Corp. (the “Borrower”) shall deliver to SunTrust Bank, as Administrative Agent (with enough copies for each of the Lenders) the following information in connection with any Acquisition:

(1) the total consideration given in connection with any Acquisition in the following format:

(a)	Cash: $
(b)	Stock: $
(c)	Personal Property: $
(d)	Other Property: [identify type and value]

(2)	summary financial information relating to the interest or entity to be acquired, including percentage interest being acquired and operating forecasts,
(3)	(a) the Acquisition Pro Forma duly certified by the chief financial officer of the Borrower and (b) calculations of the chief financial officer of the Borrower demonstrating compliance on a Pro Forma Basis with the financial covenants contained in Article VI and Section 7.13 of the Credit Agreement after such Acquisition is completed.

     As used herein, the “Credit Agreement” means that certain Revolving Credit Agreement dated May ___, 2010 among Borrower, SunTrust Bank, as Administrative Agent and a Lender, and the Lenders party thereto.

1

EXHIBIT G

[FORM OF]
ACQUISITION PRO-FORMA
DELIVERED PURSUANT TO THE ACQUISITION INFORMATION PACKAGE

Name of Entity to be Acquired:                                                             

	Annual Projections
Gross Revenue	$
Contractual Adj. & Refunds	$
Net Revenue	$
Operating Expenses:
Non-Owner Doctors Payments	$
Salaries and benefits	$
Drugs and Medical Supplies	$
Other Variable Expenses:
General and Administrative	$
Facilities Expenses	$
Marketing Expenses	$
Professional Fees	$
Malpractice Insurance	$
Other Expenses	$
Total Other Variable Expenses	$
Total Operating Expenses	$
Non-Operating Expenses:
Depreciation Expense	$
Interest Income	$
Interest Expense	$
Other (Income) Expense	$
Total Non-Operating Expenses	$
Total Expenses	$
Pretax Earnings	$
EBITDA	$

1

	Annual Projections
Total Consideration
Cash	$
Borrowings	$
Stock	$
Purchase Price	$
A.R. net	$
Inventory	$
PP & E	$
	$
		%
	$
Goodwill	$
Purchase Price	$

2

SCHEDULE 7.8

[FORM OF]
SWINGLINE NOTE

$10,000,000.00	Nashville, Tennessee
	___, 2010

     FOR VALUE RECEIVED, the undersigned, AMSURG CORP., a Tennessee corporation (the “Borrower”), hereby promises to pay to the order of SUNTRUST BANK, a Georgia state banking corporation (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at the Payment Office of the Administrative Agent, on the Swingline Termination Date (as such terms are defined in the Revolving Credit Agreement dated as of May ___, 2010 as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and SunTrust, as Administrative Agent for the Lenders, the lesser of the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or the aggregate unpaid principal amount of all outstanding Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement from time to time, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Credit Agreement. In addition, should legal action or an attorney-at-law be utilized to collect any amount due hereunder, the Borrower further promises to pay all costs of collection, including the reasonable attorneys’ fees of the Administrative Agent and the Swingline Lender. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

     The Borrower promises to pay interest on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the times and at a rate or rates provided in the Credit Agreement.

     All borrowings evidenced by this Swingline Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Swingline Note and the Credit Agreement.

     This Swingline Note is issued in connection with, and is entitled to the benefits of, the Credit Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.

     THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TENNESSEE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

1

     ENTERED INTO as of the date first written above.

AMSURG CORP.

By:

Title:

[Signature Page to Swingline Note]

2

LOANS AND PAYMENTS

	Amount and	Payments of	Unpaid Principal	Name of Person Making
Date	Type of Loan	Principal	Balance of Note	Notation

3

SCHEDULE 1.1(a)

EXISTING LETTERS OF CREDIT

1. Letter of Credit # F848998 for $55,846.00 issued on September 14, 2006 with an expiration date of September 12, 2010.

SCHEDULE 1.1(b)

REVOLVING COMMITMENTS

SunTrust Bank	$	40,000,000
Regions Bank	$	40,000,000
Bank of America, N.A.	$	35,000,000
JPMorgan Chase Bank, N.A.	$	32,500,000
US Bank National Association	$	32,500,000
Raymond James Bank, FSB	$	27,500,000
Branch Banking and Trust Company	$	25,000,000
Fifth Third Bank, N.A.	$	22,000,000
Wells Fargo Bank, N.A.	$	22,000,000
Compass Bank	$	20,000,000
First Tennessee Bank National Association	$	20,000,000
KeyBank National Association	$	20,000,000
Union Bank, N.A.	$	15,000,000
The Bank of Nashville	$	12,000,000
Goldman Sachs Bank USA	$	7,000,000
Avenue Bank	$	4,500,000
TOTAL	$	375,000,000

SCHEDULE 2.3

NOTICE OF REVOLVING BORROWING
                    , 20_____

SunTrust Bank,
as Administrative Agent
for the Lenders referred to below
303 Peachtree Street, N.E.
Atlanta, GA 30308

Attention: Agency Services

Ladies and Gentlemen:

     Reference is made to the Revolving Credit Agreement dated as of May ___, 2010 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Notice of Borrowing, and the Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Borrowing requested hereby:

(A)	Aggregate principal amount of Borrowing:$
(B)	Date of Borrowing (which is a Business Day):
(C)	Interest Rate basis:
(D)	Interest Period:
(E)	Location and number of Borrower’s account to which proceeds of Borrowing are to be disbursed:

The Borrower hereby represents and warrants that the conditions specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement are satisfied.

Very truly yours,

AMSURG CORP.

By:

Title:

SCHEDULE 2.7

FORM OF CONVERSION/CONTINUATION
                    , 20_____

SunTrust Bank,
as Administrative Agent
for the Lenders referred to below
303 Peachtree Street, N.E.
Atlanta, GA 30308
Attention: Agency Services

Ladies and Gentlemen:

     Reference is made to the Revolving Credit Agreement dated as of May ___, 2010 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Conversion/Continuation and the Borrower hereby requests the conversion or continuation of a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Borrowing to be converted or continued as requested hereby:

(A)	Borrowing to which this request applies:
(B)	Principal amount of Borrowing to be converted/continued:$
(C)	Effective date of election (which is a Business Day):
(D)	Interest rate basis:
(E)	Interest Period:

Very truly yours,

AMSURG CORP.

By:

Title:

SCHEDULE 3.1(c)(vii)

FORM OF
SECRETARY’S CERTIFICATE

     The undersigned certifies as of May ___, 2010 as follows (all capitalized terms not defined herein shall have such meaning as set forth in the Credit Agreement, as defined herein):

     1. That I am the duly elected, qualified and acting Secretary of AmSurg Corp. (“Borrower”) as of the date hereof;

     2. That attached hereto as Exhibit A is a complete, true and correct copy of Borrower’s Charter, including any amendments thereto;

     3. That attached hereto as Exhibit B is a complete, true and correct copy of Borrower’s Bylaws, together with any amendments thereto;

     4. That the Resolutions attached hereto as Exhibit C, approving Borrower’s execution of (a) that certain Revolving Credit Agreement dated as of May ___, 2010 by and among Borrower, SunTrust Bank as Administrative Agent, and the Lenders (the “Credit Agreement”), (b) the Revolving Credit Notes executed pursuant to the Credit Agreement, and (c) all other Loan Documents executed in connection with the Credit Agreement, has been duly adopted by the board of directors of Borrower, in accordance with the Charter and Bylaws of Borrower, and that said Resolutions have not been repealed, modified and/or rescinded as of the date hereof, and that the adoption thereof does not conflict with or contravene any provision of the Charter or Bylaws of Borrower.

     5. That I am the duly elected, qualified and acting Secretary, as of the date hereof, of each of the Subsidiaries set forth on Exhibit D attached hereto (Wholly Owned Subsidiaries are specifically designated);

     6. That the list of Subsidiaries set forth on Exhibit D attached hereto is a complete, true and accurate list, as of the date hereof, of all corporations, partnerships, limited partnerships, joint ventures, limited liability companies, associations or other entities of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are owned, controlled or held by Borrower;

     7. That attached hereto as collective Exhibit E is a complete, true, and correct copy of each of the Wholly Owned Subsidiaries’ Charters, or Articles of Organization, as the case may be, including any amendments thereto;

     8. That attached hereto as collective Exhibit F is a complete, true, and accurate copy of each of the Wholly Owned Subsidiaries’ Bylaws, or Operating Agreements, as the case may be, together with any amendments thereto;

     9. That the Resolutions attached hereto as collective Exhibit G, approving the Wholly Owned Subsidiaries’ execution of the Loan Documents to which each is a party have been duly adopted by the boards of directors of the Wholly Owned Subsidiaries, in accordance

with the Charters and Bylaws, or Articles of Organization and Operating Agreements, as the case may be, of the Wholly Owned Subsidiaries, and that said Resolutions have not been repealed, modified and/or rescinded as of the date hereof, and that the adoption thereof does not conflict with or contravene any provision of the Charters or Bylaws, or Articles of Organization or Operating Agreements, as the case may be, of the Wholly Owned Subsidiaries.

     10. That attached hereto as collective Exhibit H is a complete, true, and accurate copy of Borrower’s and each of the Wholly Owned Subsidiaries’ Certificate of Existence as issued by the applicable state of organization.

     This Certificate is delivered pursuant to Sections 3.1(c)(vii) and (viii) of the Credit Agreement.

AMSURG CORP.

Secretary of AmSurg Corp. and the Wholly Owned Subsidiaries

EXHIBIT A

Charter

EXHIBIT B

Bylaws

EXHIBIT C

Resolutions

EXHIBIT D

Subsidiaries

EXHIBIT E

Wholly Owned Subsidiaries’ Charters or Articles of Organization

EXHIBIT F

Wholly Owned Subsidiaries’ Bylaws or Operating Agreements

EXHIBIT G

Wholly Owned Subsidiaries’ Resolutions

EXHIBIT H

Wholly Owned Subsidiaries’ Certificates of Existence

SCHEDULE 4.5

LITIGATION AND ENVIRONMENTAL MATTERS

NONE

SCHEDULE 4.14

SUBSIDIARIES

*Denotes Loan Party

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Endoscopy Center of Knoxville, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Endoscopy Center of Topeka, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Endoscopy Center of St. Thomas, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 60% partnership interest	Tennessee
The Endoscopy Center of Southeast Texas L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Endoscopy Center of Santa Fe, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 60% partnership interest	Tennessee
The Endoscopy Center of Washington D.C., L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
Endoscopy Center of the South Bay, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
Valley Endoscopy Center, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Abilene ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Lorain ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Maryville ASC, a Tennessee general partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 53% partnership interest	Tennessee
The Miami ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 72% partnership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Melbourne ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Hillmont ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Northwest Florida ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Palmetto ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Ocala Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Crystal River Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Abilene Eye ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The El Paso ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The La Jolla Endoscopy Center, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Burbank Ophthalmology ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
Los Angeles/Inglewood Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
Glendale Ophthalmology ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Suncoast Endoscopy Center, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The San Antonio TX Endoscopy Center, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Temecula CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Escondido CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The San Luis Obispo CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Scranton PA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Arcadia CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Main Line PA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Oakland CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Lancaster PA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Pottsville PA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
Glendora CA Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% partnership interest	Tennessee
The Naples Endoscopy ASC, L.P., a Tennessee limited partnership	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 68% partnership interest	Tennessee
The Kissimmee FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Altamonte Springs FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The New Port Richey FL Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Knoxville Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Montgomery Eye Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
EyeCare Consultants Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Sidney ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Milwaukee ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Columbia ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Wichita Orthopaedic ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Willoughby ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Westglen Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Chevy Chase ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Oklahoma City ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Mountain West Gastroenterology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Cincinnati ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Fayetteville ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Independence ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
AmSurg Northern Kentucky GI, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
AmSurg Louisville GI, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
AmSurg Kentucky Ophthalmology, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Phoenix Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Toledo Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Englewood ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Sun City Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Cape Coral/Ft. Myers Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	51% membership interest	Tennessee
The Baltimore Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	60% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Boca Raton Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Minneapolis Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Florham Park Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Northside Gastroenterology Endoscopy Center, LLC, an Indiana limited liability company	8424 Naab Road, Indianapolis, IN 46260	Indirect 51% membership interest	Indiana
The Chattanooga Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Mount Dora Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 54% membership interest	Tennessee
The Oakhurst Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Seneca PA ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Tamarac Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Waldorf Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Sarasota Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 52% membership interest	Tennessee
The Las Vegas Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 52% membership interest	Tennessee
The Sarasota Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Middletown Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Dover Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Surgery Center of Middle Tennessee, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Greensboro Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 56% membership interest	Tennessee
The Kingston Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Las Vegas East Ophthalmology ASC, LLC, a Nevada limited liability company	3575 Pecos-MacLeod Road, Las Vegas, NV 89121	Indirect 51% membership interest	Nevada
The Blue Ridge/Clemson Orthopaedic ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Hutchinson Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Sunrise Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Metairie Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Bel Air Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Bloomfield Eye Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Mercer County Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
Atlantic Coastal Surgery Center, LLC, a Delaware limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Delaware
The Akron Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Newark Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Southfield Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Alexandria Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Columbia ASC Northwest, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
St. George Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Paducah Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Greenville ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Columbia TN Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Rogers AR Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Tulsa OK Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Ft. Myers FL Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Peoria AZ Multi ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Mesa AZ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Kingsport TN Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Lewes DE Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Winter Haven/Sebring FL Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Los Alamos NM Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Voorhees NJ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Rockledge FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Tampa FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Pueblo CO Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Western Washington Endoscopy Centers, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Lakeland FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Northern NV Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Edina MN Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The West Palm Beach FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Gainesville FL Orthopaedic ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Raleigh NC Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Hanover NJ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest
The Lake Bluff IL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Sun City AZ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Overland Park KS Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Casper WY Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Rockville MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Blue Water ASC, LLC, a Michigan limited liability company	940 River Centre Drive Port Huron, MI 48060	Indirect 51% membership interest	Michigan
Greenspring Station Endoscopy ASC, LLC, a Maryland limited liability company	10751 Falls Road, Suite 401 Lutherville, MD 21093	Indirect 51% membership interest	Maryland
Maryland Endoscopy Center Limited Liability Company, a Maryland limited liability company	100 West Road Towson, MD 210204	Indirect 51% membership interest	Maryland
Endoscopy Associates, LLC, a Maryland limited liability company	7401 Osler Drive, Suite 108 Baltimore, MD 21204	Indirect 51% membership interest	Maryland
The Scranton PA GP, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Orlando FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Ocala FL ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 63.9% membership interest	Tennessee
The Cape Coral FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The St. Louis MO Orthopaedic ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Yuma AZ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The West Orange NJ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Greensboro NC Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Tulsa OK Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The St. Cloud MN Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Salem OR Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The El Dorado Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Nashville TN Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Laurel MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Torrance CA Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 53% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Shenandoah TX Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The New Orleans LA Uptown/West Bank Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Metairie LA Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Rockville, ESC-North MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Silver Spring MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Ocean Endosurgery Center, LLC, a New Jersey limited liability company	411 Hackensack Avenue Hackensack, NJ 07601	Indirect 51% membership interest	New Jersey
The South Bend IN Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Mesquite TX Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Conroe TX Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Memphis TN Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Glendale AZ Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Poway CA Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 55.8% membership interest	Tennessee
The San Diego CA Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 55.1% membership interest	Tennessee
The Orlando/Oakwater FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
The Baton Rouge LA Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Pikesville MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Glen Burnie MD Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
West Bridgewater MA Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
The Orlando/Mills FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Miami Kendall FL Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
St. Clair Shores MI Ophthalmology ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Marin Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 53% membership interest	Tennessee
Blaine MN Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 55% membership interest	Tennessee
Casa Colina Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 55% membership interest	Tennessee
Digestive Health Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Digestive Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Phoenix Orthopaedic Ambulatory Center, L.L.C., a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
Gastroenterology Associates Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Phoenix Endoscopy, L.L.C., a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Outpatient Orthopaedic Associates Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Central Texas Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Eye Surgery Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Carroll County Digestive Disease Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Triangle Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Elms Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
TEC North, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Cañon City CO Multi-Specialty ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
*AmSurg Anesthesia Management Services, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% membership interest	Tennessee
Hermitage TN Endoscopy ASC, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 51% membership interest	Tennessee
Central Park Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 57% membership interest	Tennessee
North Richland Hills Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 57% membership interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
Old Town Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 57% membership interest	Tennessee
Park Ventura Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 57% membership interest	Tennessee
Redbird Square Endoscopy Center, LLC, a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 57% membership interest	Tennessee
North Valley Orthopedic Surgery Center, L.L.C., a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 55% membership interest	Tennessee
Boston Out-Patient Surgical Suites, L.L.C., a Tennessee limited liability company	20 Burton Hills Boulevard Nashville, TN 37215-6176	Indirect 65% membership interest	Tennessee
*AmSurg Holdings, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg KEC, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC Topeka, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC St. Thomas, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC Beaumont, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC Santa Fe, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC Washington, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Torrance, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
*AmSurg Encino, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Abilene, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Lorain, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Maryville, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Miami, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Melbourne, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Hillmont, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Northwest Florida, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Palmetto, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Ocala, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Crystal River, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Abilene Eye, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg El Paso, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg La Jolla, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
*AmSurg Burbank, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Inglewood, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Glendale, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Suncoast, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg San Antonio TX, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Temecula CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Escondido CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg San Luis Obispo CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Arcadia CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Main Line PA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Oakland CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Lancaster PA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Pottsville PA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Glendora CA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee

			State of
Name	Address	Ownership Interest	Incorporation/Organization
*AmSurg Kissimmee FL, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Altamonte Springs FL, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg New Port Richey FL, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg EC Centennial, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Scranton PA, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee
*AmSurg Naples, Inc., a Tennessee corporation	20 Burton Hills Boulevard Nashville, TN 37215-6176	Direct 100% equity interest	Tennessee

SCHEDULE 5.1(c)

COMPLIANCE CERTIFICATE

[Date]

SunTrust Bank, Administrative Agent
201 Fourth Avenue North
Nashville, Tennessee 37219

Ladies and Gentlemen:

     The undersigned, AMSURG CORP. (the “Borrower”), refers to the Revolving Credit Agreement dated as of May ___, 2010 (as amended, modified, extended or restated from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto as Lenders, and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

     Pursuant to Section 5.1(c) of the Credit Agreement, the Borrower hereby certifies that (i) the computations set forth in the Attachment to Compliance Certificate attached hereto are true and accurate computations of the ratios and other items required to be so computed pursuant to Article VI and (ii) the Attachment to Compliance Certificate sets forth true and accurate calculations demonstrating compliance with Section 7.4(g), Section 7.5 (showing the amount of any dividends and any purchases of treasury stock) and Section 7.6 (showing compliance with Section 7.6(c)) of the Credit Agreement.

     The Borrower further certifies that (i) [no Default or Event of Default has occurred and is continuing] [[a Default] [an Event of Default] exists under Section                  as a result of                      and [describe action Borrower has taken or proposes to take]] and (ii) [no change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.4] [a change in GAAP or the application thereof has occurred since the date of the audited financial statements referred to in Section 4.4 and the effect of such change on the financial statements accompanying this certificate is as follows:                                         ].

AMSURG CORP.

By:

Title:

ATTACHMENT TO COMPLIANCE CERTIFICATE

     This Attachment to Compliance Certificate is made with respect to the Borrower’s quarterly accounting period ended ________.

     All capitalized terms used herein and not defined herein have the respective meanings specified in the Credit Agreement.

     The undersigned, being either the treasurer or chief financial officer of the Borrower, hereby certifies to the Administrative Agent and the Lenders that set forth below are the computations necessary to determine that the Borrower and the Consolidated Entities are in compliance with Article VI, Section 7.4(g), Section 7.5 and Section 7.6 of the Credit Agreement:

LEVERAGE RATIO:

Required Ratio:		3.25:1.00
Actual Ratio:
Consolidated Total Debt:
Numerator	$
EBITDA*	$
Denominator	$
Actual Ratio

INTEREST CHARGE COVERAGE RATIO:
Required Ratio:		2.00:1.00
Actual Ratio:
EBITDA*	$
Consolidated Lease Expense	$
Numerator	$
Consolidated Interest Expense*	$
Consolidated Lease Expense	$
Denominator	$
Actual Ratio
CONSOLIDATED NET WORTH:
Required Consolidated Net Worth:	$	378,837,000.00
50% of cumulative positive Consolidated Net Income since 12/31/09	$
100% of net proceeds from equity issuances since 12/31/09 less	$
Treasury stock purchases measured from 12/31/09	$
Required Consolidated Net Worth	$
Actual Consolidated Net Worth:
Total Assets of Borrower and Subsidiaries less	$
Total Liabilities of Borrower and Subsidiaries	$
Non-Controlling Interests	$
Write-up in Book Value of any Assets	$
Actual Consolidated Net Worth	$

^* See Exhibit A.

SECTION 7.4(g):

[To the extent any Acquisitions were consummated during the relevant accounting period, include description of Acquisition(s) and calculations establishing compliance with Sections 7.4(g) and 7.13]

SECTION 7.5:

[To the extent any Restricted Payments were declared or made during the relevant accounting period, include a description of such Restricted Payment(s) and calculations establishing compliance with Section 7.5]

SECTION 7.6:

[To the extent any Dispositions governed by Section 7.6(c) were made during the relevant accounting period, include a description of such Disposition(s) and calculations establishing compliance with Section 7.6(c)]

This Certificate is delivered pursuant to Section 5.1(c) of the Credit Agreement.

AMSURG CORP.

By:

Title:

[Signature Page to Compliance Certificate]

EXHIBIT A
TO ATTACHMENT TO COMPLIANCE CERTIFICATE

[With respect to the last proviso under the definition of “EBITDA”, Borrower shall provide detailed calculations and, if requested,
supporting documentation, to the reasonable satisfaction of the Administrative Agent]

SCHEDULE 7.1

EXISTING INDEBTEDNESS (as of 3/31/10)

	Center	Description	Balance
2005	Beaumont	Capital One	$	479,131
2035	Wichita	InTrust Bank		1,584,819
2093	Columbia Multi	Community First		656,774
2093	Columbia Multi	First Farmers Bank/ F&M		578,532
2140	Raleigh - 002	First Citizen’s Bank		2,033,063
2140	Raleigh - 003	First Citizen’s Bank		1,352,776
2142	Port Huron	Citizen’s First		1,838,568
2149	Templton - 002	Mission Community Bank		312,118
2151	Tacoma - 001	KeyBank		626,318
2160	West Orange	Valley National Bank		314,484
2180	Toms River	Olympus		340,389
2193	Baton Rouge	Olympus		720,897
2200	Pomona	Tygris/MarCap Corp		576,286
2211	Dayton	Fifth Third		452,613
2211	Dayton - 004	Olympus		311,349
2211	Dayton	LCNB		744,075
2211	Dayton	GE Loan		271,954
2217	Phoenix/NorthValley	Bank of Oklahoma		1,097,812
2217	Phoenix/NorthValley	Bank of Oklahoma		272,909
		SUBTOTAL	$	14,564,867

SCHEDULE 7.2

EXISTING LIENS (as of 3/31/10)

	Center	Description	Balance		Liens/Collateral
2005	Beaumont	Capital One	$	479,131	All assets of the LLC
2035	Wichita	InTrust Bank		1,584,819	All assets of the LLC
2093	Columbia Multi	Community First		656,774	Cash, accounts receivable and property, plant and equipment of LLC
2093	Columbia Multi	First Farmers Bank/ F&M		578,532	Cash, accounts receivable and property, plant and equipment of LLC
2140	Raleigh - 002	First Citizen’s Bank		2,033,063	All assets of the LLC
2140	Raleigh - 003	First Citizen’s Bank		1,352,776	All assets of the LLC
2142	Port Huron	Citizen’s First		1,838,568	All assets of the LLC
2149	Templton - 002	Mission Community Bank		312,118	All assets of the LLC
2151	Tacoma - 001	KeyBank		626,318	All assets of the LLC
2160	West Orange	Valley National Bank		314,484	All assets of the LLC
2180	Toms River	Olympus		340,389	Leased Equipment
2193	Baton Rouge	Olympus		720,897	Leased Equipment
2200	Pomona	Tygris/MarCap Corp		576,286	Leased Equipment
2211	Dayton	Fifth Third		452,613	All assets of the LLC
2211	Dayton - 004	Olympus		311,349	All assets of the LLC
2211	Dayton	LCNB		744,075	All assets of the LLC
2211	Dayton	GE Loan		271,954	All assets of the LLC
2217	Phoenix/North Valley	Bank of Oklahoma		1,097,812	All assets of the LLC
2217	Phoenix/North Valley	Bank of Oklahoma		272,909	All assets of the LLC
		SUBTOTAL	$	14,564,867

SCHEDULE 7.4

EXISTING INVESTMENTS

1. Supplemental Executive Retirement Savings Plan in which Borrower has invested contributions into life insurance policies. As of March 31, 2010, the cash surrender value of such policies was $4,762,739.

2. All Subsidiaries set forth on Schedule 4.14.

SCHEDULE 7.8

RESTRICTIVE AGREEMENTS

The Arcadia CA Endoscopy A.S.C., L.P.
The Burbank Ophthalmology ASC, LP
The Escondido CA Endoscopy, ASC, LP
Glendale Ophthalmology ASC, L.P.
Glendora CA Endoscopy ASC, LP
Los Angeles / Inglewood Endoscopy ASC, L.P.
The La Jolla Endoscopy Center, L.P.
The Oakland CA Endoscopy ASC, L.P.
The San Luis Obispo CA Endoscopy ASC, L.P.
Valley Endoscopy Center, L.P.
The Temecula CA Endoscopy ASC, L.P.
The Endoscopy Center of South Bay, L.P.
The Crystal River Endoscopy ASC, L.P.
The Palmetto ASC, L.P.
The Suncoast Endoscopy ASC, L.P.
The Melbourne ASC, L.P.
The Miami ASC, L.P
The Ocala Endoscopy ASC, L.P.
The Northwest Florida ASC, L.P.
The Endoscopy Center of Santa Fe, L.P.
The Lorain ASC, L.P.
The Main Line PA Endoscopy ASC, L.P.
The Hillmont ASC, L.P.
The Lancaster PA Endoscopy ASC, L.P
The Pottsville PA Endoscopy ASC, L.P
The Maryville ASC
The Abilene Eye ASC, L.P.
The Abilene ASC, L.P.
The El Paso ASC, L.P.
The San Antonio TX Endoscopy ASC, L.P.
The Endoscopy Center of Washington, D.C., L.P.
The Scranton PA Endoscopy ASC, L.P.
The Naples Endoscopy ASC, L.P.

EX-99.2

Exhibit 99.2

Execution Version

AmSurg Corp.

$75,000,000 6.04% Senior Secured Notes Due May 28, 2020

Note Purchase Agreement

Dated May 28, 2010

TABLE OF CONTENTS

(Not Part of Agreement)

	Page
1. AUTHORIZATION OF ISSUE OF NOTES		1
2. PURCHASE AND SALE OF NOTES		1
2A. PURCHASE AND SALE OF NOTES		1
2B. INCREASE IN INTEREST RATE AFTER A MAJOR ACQUISITION		2
3. CONDITIONS OF CLOSING		2
3A. CLOSING DOCUMENTS		2
3B. OPINION OF PURCHASER’S SPECIAL COUNSEL		3
3C. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; ABSENCE OF MATERIAL ADVERSE EFFECT		3
3D. PURCHASE PERMITTED BY APPLICABLE LAWS		4
3E. PAYMENT OF EXPENSES		4
3F. PAYMENT INSTRUCTIONS		4
3G. CREDIT AGREEMENT		4
3H. COLLATERAL		4
4. PREPAYMENTS		4
4A. REQUIRED PREPAYMENTS OF NOTES		4
4B. OPTIONAL PREPAYMENT WITH YIELD-MAINTENANCE AMOUNT		5
4C. NOTICE OF OPTIONAL PREPAYMENT		5
4D. APPLICATION OF PREPAYMENTS		5
4E. NO ACQUISITION OF NOTES		5
4F. OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL		5
4G. OFFER TO PREPAY NOTES IN THE EVENT OF AN ASSET DISPOSITION		6
5. AFFIRMATIVE COVENANTS		7
5A. FINANCIAL STATEMENTS AND OTHER INFORMATION		8
5B. NOTICES OF MATERIAL EVENTS		9
5C. EXISTENCE; CONDUCT OF BUSINESS		10
5D. COMPLIANCE WITH LAWS, ETC.		10
5E. PAYMENT OF OBLIGATIONS		10
5F. BOOKS AND RECORDS		11
5G. VISITATION, INSPECTION, ETC		11
5H. MAINTENANCE OF PROPERTIES; INSURANCE		11
5I. USE OF PROCEEDS		11
5J. ADDITIONAL SUBSIDIARIES		11
5K. SECURITY DOCUMENTS		13
5L. HEALTH CARE		13
5M. FURTHER ASSURANCES		13
5N. INFORMATION REQUIRED BY RULE 144A		14
5O. COVENANT TO SECURE NOTES EQUALLY		14
5P. GUARANTEED OBLIGATIONS		14
6. COVENANTS		14
6A. FINANCIAL COVENANTS		14
6B. INDEBTEDNESS		15
6C. NEGATIVE PLEDGE		16
6D. FUNDAMENTAL CHANGES		16
6E. INVESTMENTS, LOANS, ETC.		16
6F. RESTRICTED PAYMENTS		17
6G. SALE OF ASSETS		18

	Page
6H. TRANSACTIONS WITH AFFILIATES		18
6I. RESTRICTIVE AGREEMENTS		19
6J. SALE AND LEASEBACK TRANSACTIONS		19
6K. HEDGING AGREEMENTS		19
6L. AMENDMENT TO MATERIAL DOCUMENTS		19
6M. ACCOUNTING CHANGES		20
6N. ACQUISITIONS		20
6O. SUBSIDIARIES		20
6P. ERISA VIOLATION		20
6Q. GOVERNMENT REGULATION		20
6R. PERMITTED SUBORDINATED INDEBTEDNESS		21
6S. MOST FAVORED LENDER STATUS		21
7. EVENTS OF DEFAULT		22
7A. ACCELERATION		22
7B. RESCISSION OF ACCELERATION		25
7C. NOTICE OF ACCELERATION OR RESCISSION		26
7D. OTHER REMEDIES		26
7E. APPLICATION OF PROCEEDS		26
8. REPRESENTATIONS, COVENANTS AND WARRANTIES		26
8A. EXISTENCE; POWER		26
8B. ORGANIZATIONAL POWER; AUTHORIZATION		26
8C. GOVERNMENTAL APPROVALS; NO CONFLICTS		27
8D. FINANCIAL STATEMENTS		27
8E. LITIGATION AND ENVIRONMENTAL MATTERS		27
8F. COMPLIANCE WITH LAWS AND AGREEMENTS; CREDIT AGREEMENT REPRESENTATIONS		27
8G. INVESTMENT COMPANY ACT, ETC.		28
8H. TAXES		28
8I. MARGIN REGULATIONS		28
8J. ERISA		28
8K. OWNERSHIP OF PROPERTY		29
8L. DISCLOSURE		30
8M. LABOR RELATIONS		30
8N. SUBSIDIARIES		30
8O. PERSONAL HOLDING COMPANY; SUBCHAPTER S		30
8P. SOLVENCY		30
8Q. FOREIGN ASSETS CONTROL REGULATIONS, ETC		30
8R. OFAC		31
8S. CAPITAL		31
8T. HEALTH CARE PERMITS		31
8U. HEALTH CARE LAWS		31
8V. HIPAA		33
8W. OFFERING OF NOTES		33
8X. RULE 144A		33
9. REPRESENTATIONS OF THE PURCHASERS		33
9A. NATURE OF PURCHASE		33
9B. SOURCE OF FUNDS		34
9C. INDEPENDENT INVESTIGATION		35
10. DEFINITIONS; ACCOUNTING MATTERS		35
10A. YIELD-MAINTENANCE TERMS		35
10B. OTHER TERMS		36
10C. ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS		55
10D. TERMS GENERALLY		55
11. MISCELLANEOUS		56
11A. NOTE PAYMENTS		56

2

	Page
11B. EXPENSES		57
11C. CONSENT TO AMENDMENTS		58
11D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES		58
11E. PERSONS DEEMED OWNERS; PARTICIPATIONS		59
11F. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT		59
11G. SUCCESSORS AND ASSIGNS		59
11H. INDEPENDENCE OF COVENANTS		60
11I. NOTICES		60
11J. PAYMENTS DUE ON NON-BUSINESS DAYS		60
11K. SEVERABILITY		60
11L. DESCRIPTIVE HEADINGS		60
11M. SATISFACTION REQUIREMENT		61
11N. GOVERNING LAW		61
11O. CONSENT TO JURISDICTION; WAIVER OR IMMUNITIES		61
11P. WAIVER OF JURY TRIAL		61
11Q. SEVERALTY OF OBLIGATIONS		62
11R. COUNTERPARTS		62
11S. BINDING AGREEMENT		62
11T. DIRECTLY OR INDIRECTLY		62
11U. TRANSACTION REFERENCES		62

PURCHASER SCHEDULE

SCHEDULE 5C	—	COMPLIANCE CERTIFICATE
SCHEDULE 6B	—	OUTSTANDING INDEBTEDNESS
SCHEDULE 6C	—	EXISTING LIENS
SCHEDULE 6E	—	EXISTING INVESTMENTS
SCHEDULE 6I	—	RESTRICTIVE AGREEMENTS
SCHEDULE 8E	—	LITIGATION AND ENVIRONMENTAL MATTERS
SCHEDULE 8N	—	SUBSIDIARIES

EXHIBIT A	—	FORM OF NOTE
EXHIBIT B	—	FORM OF FUNDS DELIVERY INSTRUCTION LETTER
EXHIBIT C	—	GUARANTY AGREEMENT
EXHIBIT D	—	INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT
EXHIBIT E	—	ACQUISITION INFORMATION PACKAGE
EXHIBIT F	—	ACQUISITION PRO FORMA
EXHIBIT G	—	FORM OF OPINION OF COMPANY COUNSEL

3

AmSurg Corp.
20 Burton Hills Boulevard, Suite 500
Nashville, TN 37215

As of May 28, 2010

The Prudential Insurance Company of America (“Prudential”)
Pruco Life Insurance Company
Prudential Retirement Insurance and Annuity Company
Forethought Life Insurance Company,
the “Purchasers”)

c/o Prudential Capital Group
1170 Peachtree Street, Suite 500
Atlanta, Georgia 30309

Ladies and Gentlemen:

          The undersigned, AmSurg Corp., a Tennessee corporation (herein called the “Company”), hereby agrees with you as follows:

          1. AUTHORIZATION OF ISSUE OF NOTES. The Company will authorize the issue of its senior promissory notes (the “Notes”) in the aggregate principal amount of $75,000,000, to be dated the date of issue thereof, to mature May 28, 2020, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 6.04% per annum, but at the Default Rate if an Event of Default has occurred and is continuing and at the Default Rate on any overdue Yield-Maintenance Amount and interest, and to be substantially in the form of Exhibit A attached hereto. The terms “Note” and “Notes” as used herein shall include each Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Capitalized terms used herein have the meanings specified in paragraph 10.

          2. PURCHASE AND SALE OF NOTES.

     2A. Purchase and Sale of Notes. The Company hereby agrees to sell to each Purchaser and, subject to the terms and conditions herein set forth, each Purchaser agrees to purchase from the Company the aggregate principal amount of Notes set forth opposite its name on the Purchaser Schedule attached hereto at 100% of such aggregate principal amount. On May 28, 2010 or any other date prior to May 28, 2010 upon which the Company and the Purchasers may agree (herein called the “Closing Day”), the Company will deliver to the Purchasers at the offices of King & Spalding LLP, 1185 Avenue of the Americas, New York, New York 10036, one or more Notes registered in its name, evidencing the aggregate principal amount of Notes to be purchased by each Purchaser and in the denomination or denominations specified with respect to each Purchaser in the Purchaser Schedule attached hereto, against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account, as identified in a written instruction of the Company, in the form of Exhibit B attached hereto,

delivered to the Purchasers before the Closing Day.

     2B. Increase in Interest Rate after a Major Acquisition. If, immediately following any Major Acquisition (and the incurrence of Indebtedness in connection therewith), the Leverage Ratio exceeds 3.25:1.00, then, commencing with the first day of the first fiscal quarter immediately following such Major Acquisition, the per annum stated interest rate on the outstanding Notes shall automatically be increased by 0.75% per annum until the later of (i) the first day of the fifth fiscal quarter immediately following such Major Acquisition and (ii) the date on which Company has delivered to the holders of the Notes an Officer’s Certificate (x) demonstrating that the Leverage Ratio on the last day of any Fiscal Quarter ending after such Major Acquisition does not exceed 3.25:1.0 and (y) certifying that no Default or Event of Default has occurred, at which time the per annum stated interest rate on the outstanding Notes shall automatically decrease to the original stated interest rate.

          3. CONDITIONS OF CLOSING. The obligation of any Purchaser to purchase and pay for any Notes is subject to the satisfaction, on or before the Closing Day, of the following conditions:

          3A. Closing Documents. Such Purchaser shall have received the following, each dated the date of the Closing Day:

     (i) the Note(s) to be purchased by such Purchaser;

     (ii) the duly executed Guaranty Agreements, executed by all Wholly Owned Subsidiaries and by any other Subsidiaries of the Company that have guaranteed Indebtedness incurred under the Credit Agreement, and the duly executed Indemnity and Contribution Agreements by the Company and such Subsidiaries;

     (iii) duly executed Security Documents, and accompanied by all stock powers, UCC financing statements and other documents, as the Purchasers shall require;

     (iv) duly executed Intercreditor Agreement;

     (v) duly executed payoff letter, together with (a) UCC-3 or other appropriate termination statements releasing all Liens of the administrative agent and the lenders under the Existing Credit Agreement upon any of the personal property of the Company and its Subsidiaries and (b) any other releases, terminations or other documents reasonably required by the Purchasers to evidence the payoff of Indebtedness owing under or in connection with the Existing Credit Agreement;

     (vi) a duly completed Secretary’s Certificate executed by the Secretary of the Company and its Subsidiaries a form acceptable to the Purchasers, certifying as to bylaws, resolutions and incumbency;

     (vii) a favorable opinion of Bass, Berry & Sims, PLC, counsel to the Credit Parties in the form of Exhibit G attached hereto, and as to such matters as a Purchaser may reasonably request. The Company hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion;

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     (viii) the Articles or Certificate of Incorporation of each Credit Party certified as of a recent date by the Secretary of State of the state in which such Credit Party is organized;

     (ix) corporate and tax good standing certificates as to each Credit Party, from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect;

     (x) an Officer’s Certificate certifying as to the matters set forth in Paragraph 3C below and confirming that there is no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect;

     (xi) certified copies of Requests for Information or Copies (Form UCC 11) or equivalent reports listing all effective financing statements which name each Credit Party (under its present name and previous names) as debtor and which are filed in the jurisdiction in which such Credit Party is organized and such other jurisdictions as the Purchasers shall require, together with copies of such financing statements;

     (xii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Credit Party, in connection with the execution, delivery, performance, validity and enforceability of the Note Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds hereof shall be ongoing;

     (xiii) satisfactory review by the Purchasers of the financial statements referenced in paragraph 8D;

     (xiv) certificates of insurance issued on behalf of insurers of the Credit Parties describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Credit Parties; and

     (xv) such additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

          3B. Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received from King & Spalding, LLP or such other counsel who is acting as special counsel for it in connection with this transaction, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.

          3C. Representations and Warranties; No Default; Absence of Material Adverse Effect. The representations and warranties contained in paragraph 8 shall be true on and as of the Closing Day. There shall exist on the Closing Day no Event of Default or Default.

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Since December 31, 2009, no Material Adverse Effect has occurred or could reasonably be expected to occur.

          3D. Purchase Permitted by Applicable Laws. The purchase of and payment for the Notes to be purchased by such Purchaser on the terms and conditions herein provided (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.

          3E. Payment of Expenses. The Company shall have paid or reimbursed the Purchasers for their costs and expenses incurred in connection with this Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the holders of Notes).

          3F. Payment Instructions. Each Purchaser shall have received the letter described in paragraph 2 on the letterhead of the Company at least 48 hours prior to the Closing Day.

          3G. Credit Agreement. Contemporaneously with the effectiveness of this Agreement, the Credit Agreement shall have become effective and the Company shall have received the proceeds of the initial funding under the Credit Agreement, and the Purchasers (or their counsel) shall have received true and correct copies of each of the documents constituting the Loan Documents as in effect on the Closing Day, certified as true and correct by a Responsible Officer of the Company.

          3H. Collateral. The Collateral Agent shall have received the certificates representing the shares of Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Collateral Agent or the required Holders to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the holders of the Notes and the lenders under the Credit Agreement, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than Permitted Liens), shall be in proper form for filing, registration or recordation.

          4. PREPAYMENTS. The Notes shall be subject to required prepayment as and to the extent provided in paragraph 4A. Any prepayment made by the Company pursuant to any other provision of this paragraph 4 shall not reduce or otherwise affect its obligation to make any required prepayment as specified in paragraph 4A.

          4A. Required Prepayments of Notes. Until the Notes shall be paid in full, the Company shall apply to the prepayment of the Notes, without Yield-Maintenance Amount, the sum of $2,678,571.42 on May 28, August 28, November 28 and February 28 of each calendar year, commencing on August 28, 2013, and such principal amounts of the Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates; provided

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that upon any partial prepayment of the Notes pursuant to paragraph 4B or 4G or purchase of the Notes pursuant to paragraph 4F, the principal amount of each required prepayment of the Notes becoming due under this paragraph 4A on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of such prepayment or purchase; provided further that the prepayment amount with respect to May 28, 2020 shall be $2,678,571.66. The remaining outstanding principal amount of the Notes, together with interest accrued thereon, shall become due on the maturity date of the Notes.

          4B. Optional Prepayment With Yield-Maintenance Amount. The Notes shall be subject to prepayment, in whole at any time or from time to time in part (in integral multiples of $1,000,000), at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Any partial prepayment of the Notes pursuant to this paragraph 4B shall be applied in satisfaction of required payments of principal on a pro rata basis.

          4C. Notice of Optional Prepayment. The Company shall give the holder of each Note irrevocable written notice of any prepayment pursuant to paragraph 4B not less than 10 Business Days prior to the prepayment date, specifying such prepayment date, the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of the Notes held by such holder to be prepaid on such date and that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, with respect thereto, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each holder of such Notes which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto.

          4D. Application of Prepayments. In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes pursuant to paragraphs 4A or 4B, the amount to be prepaid shall be applied pro rata to all outstanding Notes (including, for the purpose of this paragraph 4D only, all Notes prepaid or otherwise retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates other than by prepayment pursuant to paragraph 4A or 4B) according to the respective unpaid principal amounts thereof.

          4E. No Acquisition of Notes. The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A or 4B or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes held by any holder.

          4F. Offer to Prepay Notes in the Event of a Change in Control.

          (i) Notice of Change in Control or Control Event. The Company will, within five days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control

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contemplated by such Control Event) shall have been given pursuant to clause (ii) of this paragraph 4F. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay the Notes as described in clause (iii) of this paragraph 4F and shall be accompanied by the certificate described in clause (vi) hereof. The Company shall, on or before the day on which it gives such written notice of such Change in Control, give telephonic notice thereof to each holder, which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company.

          (ii) Condition to Company Action. The Company will not take any action that consummates or finalizes a Change in Control unless at least 30 days prior to such action it shall have given to each holder of Notes written notice of such impending Change in Control. The Company shall, on or before the day on which it gives such written notice of such impending Change in Control, give telephonic notice thereof to each holder which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company.

          (iii) Offer to Prepay Notes. The offer to prepay Notes contemplated by the foregoing clause (i) shall be an offer to prepay, in accordance with and subject to this paragraph 4F, all, but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). Such Proposed Prepayment Date shall be not less than 10 days and not more than 30 days after the date of such offer (if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

          (iv) Acceptance; Rejection. The Company shall, on or before the seventh day prior to the Proposed Prepayment Date, give telephonic renotification and confirmation thereof to each holder, which shall have designated a recipient of such notices in the Purchaser Schedule attached hereto or by notice in writing to the Company. A holder of Notes may accept the offer to prepay made pursuant to this paragraph 4F by causing a notice of such acceptance to be delivered to the Company on or before the fifth day prior to the Proposed Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this paragraph 4F on or before such date shall be deemed to constitute a rejection of such offer by such holder.

          (v) Prepayment. Prepayment of the Notes to be prepaid pursuant to this paragraph 4F shall be at 100% of the principal amount of such Notes, together with interest accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date.

          (vi) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4F shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying: (a) the Proposed Prepayment Date; (b) that such offer is made pursuant to this paragraph 4F; (c) the principal amount of each Note offered to be prepaid; (d) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (e) that the conditions of this paragraph 4F have been fulfilled; and (f) in reasonable detail, the nature and date of the Change in Control.

          4G. Offer to Prepay Notes in the Event of a Disposition.

          (i) Notice of Disposition. The Company will, upon the occurrence of any

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Disposition that shall require the Company to offer to prepay the Notes pursuant to this paragraph 4G, give written notice thereof to each holder of Notes.

          (ii) Notice of Reduction of Revolving Credit Facility. With respect to any Disposition that shall require the Company to prepay Indebtedness outstanding under the Credit Agreement and make a permanent reduction in the Revolving Commitments (as defined in the Credit Agreement) with any Net Disposition Proceeds, the Company will give written notice thereof to each holder of Notes not later than thirty (30) days prior to such prepayment, which notice shall contain and constitute an offer to prepay the outstanding Notes as described in paragraph 4G(iii) and shall be accompanied by the certificate described in paragraph 4G(iii).

          (iii) Offer to Prepay Notes. The offer to prepay the Notes contemplated by the foregoing clause (ii) shall be an offer to prepay, in accordance with and subject to this paragraph 4G, a portion of the Notes equal to the Noteholder Share of the Net Disposition Proceeds from such Disposition, to be allocated ratably to the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner), on a date specified in such offer (the “Proposed 4G Prepayment Date”). Such Proposed 4G Prepayment Date shall be not less than 10 days and not more than 30 days after the date of such offer (if the Proposed 4G Prepayment Date shall not be specified in such offer, the Proposed 4G Prepayment Date shall be the 20th day after the date of such offer), but in no event later than the date of any permanent reduction in the Revolving Commitments made in connection with such Disposition.

          (iv) Acceptance; Rejection. A holder of Notes may accept the offer to prepay made pursuant to this paragraph 4G by causing a notice of such acceptance to be delivered to the Company on or before the fifth day prior to the Proposed 4G Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this paragraph 4G on or before such date shall be deemed to constitute a rejection of such offer by such holder.

          (v) Prepayment. Prepayment of the Notes to be prepaid pursuant to this paragraph 4G shall be at 100% of the principal amount of such Notes (to the extent the same are to be prepaid), together with interest accrued to the date of prepayment, but without Yield Maintenance Amount, if any, with respect to each such Note. The prepayment shall be made on the Proposed 4G Prepayment Date.

          (vi) Officer’s Certificate. Each offer to prepay the Notes pursuant to this paragraph 4G shall be accompanied by a certificate, executed by a Responsible Officer of the Company and dated the date of such offer, specifying: (i) the Proposed 4G Prepayment Date; (ii) that such offer is made pursuant to this paragraph 4G; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed 4G Prepayment Date; (v) that the conditions of this paragraph 4G have been fulfilled; and (vi) in reasonable detail, the nature and date of the Asset Disposition that has occurred.

          (vii) Residual Funds. To the extent that any holder rejects the offer to prepay the Notes pursuant to this paragraph 4G, then the portion of the Noteholder Share of the Net Disposition Proceeds not applied to prepay such Notes may be applied to prepay Indebtedness outstanding under the Credit Agreement.

          5. AFFIRMATIVE COVENANTS. During the Issuance Period and so long thereafter as any Note or any amount owing under this Agreement is outstanding and

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unpaid, the Company covenants as follows:

          5A. Financial Statements and Other Information. The Company will deliver to each holder of the Notes in duplicate:

          (i) as soon as available and in any event within ninety (90) days after the end of each Fiscal Year, a copy of the annual unqualified audited report for such Fiscal Year for the Company and its Subsidiaries, containing a consolidated and unaudited consolidating balance sheet and income statement of the Company and its Subsidiaries as of and for the end of such Fiscal Year and the related consolidated statements of shareholders’ equity and cash flows (together with all footnotes thereto) of the Company and its Subsidiaries for such Fiscal Year, setting forth for the consolidated statements only in comparative form the figures for the previous Fiscal Year, all in reasonable detail and reported on by Deloitte & Touche, LLP or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Company and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;

          (ii) as soon as available and in any event within forty-five (45) days after the end of each of the first three Fiscal Quarters, an unaudited consolidated balance sheet and income statement of the Company and its Subsidiaries as of the end of such Fiscal Quarter and the then elapsed portion of such Fiscal Year and the related unaudited consolidated statement of cash flows of the Company and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in comparative form the figures for the corresponding quarter and the corresponding portion of Company’s previous Fiscal Year, all certified by the chief financial officer or treasurer of the Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

          (iii) concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) above, a Compliance Certificate signed by a Responsible Officer in the form of Schedule 5C, (1) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Company has taken or proposes to take with respect thereto, (2) setting forth in reasonable detail calculations demonstrating compliance with paragraph 6A, paragraph 6B(vii), paragraph 6E(viii), paragraph 6F (showing the amount of any dividends and any purchases of treasury stock) and paragraph 6G (showing compliance with paragraph 6G(iii)) and (3) stating whether any change in GAAP or the application thereof has occurred since the date of the Company’s audited financial statements referred to in paragraph 8D and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

          (iv) within ninety (90) days after the end of each Fiscal Year, the Company shall provide to the holders of the Notes its consolidated annual budget;

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          (v) within forty-five (45) days after the end of each Fiscal Quarter, the Company shall provide to the holders of the Notes its Consolidated Statements of Operations Data, with quarterly operating history;

          (vi) concurrently with the delivery of the financial statements referred to in clauses (i) and (ii) above, a Developed Center Information Package, including the Surgery Center Location Report for existing surgery centers, together with the information submitted to the Board of Directors for each new surgery center acquired during the prior Fiscal Quarter;

          (vii) prompt notice of (but in any event not later than three (3) Business Days after) the filing of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be;

          (viii) to the extent not provided above in this paragraph 5A, all reports, statements, certificates, notices or other writings required to be delivered pursuant to Section 5.1 and Section 5.2 of the Credit Agreement (or any similar provisions under any replacement credit agreements) within the times required therein;

          (ix) promptly (but in any event not later than three (3) Business Days) after entering into any amendment, waiver, supplement or other modification of or to any Loan Document, a certified copy of such amendment, modification, waiver or supplement;

          (x) promptly (but in any event not later than three (3) Business Days) after request of any holder of the Notes, a list of all Creditors (as defined in the Intercreditor Agreement) party to the Intercreditor Agreement; and

          (xi) promptly upon receipt of copies of any management letters delivered to Company by its auditors and promptly following any request therefore, such other information regarding the results of operations, business affairs and financial condition of the Company or any Subsidiary as any holder of the Notes may reasonably request

          5B. Notices of Material Events. The Company will furnish to each holder of the Notes in duplicate prompt written notice (and, in any event, not later than three (3) Business Days after a Responsible Officer becomes aware thereof) of the following:

          (i) the occurrence of any Default or Event of Default;

          (ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Company, affecting the Company or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

          (iii) the occurrence of any event or any other development by which the Company or any of its Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) becomes subject to any Environmental Liability, (iii) receives notice of any claim with respect to any Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability, and in each of the preceding clauses, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

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          (iv) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Company and its Subsidiaries in an aggregate amount exceeding $100,000;

          (v) the occurrence of any default or event of default, or the receipt by Company or any of its Subsidiaries of any written notice of an alleged default or event of default, with respect to any Material Indebtedness of the Company or any of its Subsidiaries;

          (vi) the early termination or material breach by any Person of a Material Contract (and, with respect to any Person other than a Credit Party, to the extent the Company has knowledge of such termination or breach); and

          (vii) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

          Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

          5C. Existence; Conduct of Business.

          (i) The Company will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect: (A) its legal existence, and (B) its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business except where such failure would not cause a Material Adverse Effect.

          (ii) The Company will, and will cause each of its Subsidiaries to engage in the same business as presently conducted or such other businesses that are reasonably related, ancillary or complimentary thereto; provided that nothing in this paragraph shall prohibit any merger, consolidation, liquidation or dissolution permitted under paragraph 6D; provided, further, that, with respect to any Investment permitted by paragraph 6E(ix), such Investment shall not be limited by this clause (ii) so long as such Investment is in a Person that is and continues to be engaged solely in the healthcare or healthcare management business.

          5D. Compliance with Laws, Etc. The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements (including, without limitation, environmental laws, employee benefits laws, and ERISA) of any Governmental Authority applicable to its properties, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          5E. Payment of Obligations. The Company will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax liabilities and claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

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          5F. Books and Records. The Company will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated financial statements of Company in conformity with GAAP.

          5G. Visitation, Inspection, Etc. To the extent permitted by applicable law, the Company will, and will cause each of its Subsidiaries to, permit any representative of the holders of the Notes, to visit and inspect its properties, to make field audits, to examine its books and records (excluding any confidential patient records required by law to be excluded from such examination) and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the holders of the Notes may reasonably request after reasonable prior notice to the Company, provided that the holders of the Notes may not make field audits at any one location more than once in every twelve (12) months without the consent of the Company; provided, further, if an Event of Default has occurred and is continuing, no prior notice shall be required and no limitation on field audits shall apply.

          5H. Maintenance of Properties; Insurance. The Company will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, subject to ordinary wear and tear except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (ii) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations. The Company will cause all holders of the Notes to be named additional insured on all liability policies of the Credit Parties.

          5I. Use of Proceeds. The Company will use the proceeds of the issuance of the Notes to refinance the Indebtedness evidenced by the Existing Credit Agreement and to pay the transaction fees, costs and expenses related to the transactions contemplated by this Agreement and the other Note Documents, and to finance general corporate needs, including working capital, Capital Expenditures, newly developed surgery centers, share repurchases, and for acquisitions permitted by this Agreement, all in accordance with the terms hereof. No part of the proceeds of the issuance any Note will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X.

          5J. Additional Subsidiaries.

          (i) If any additional Wholly Owned Subsidiary is acquired or formed by Company, the Company shall within fifteen (15) Business Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such Wholly Owned Subsidiary is a corporation, execute stock pledge agreement in substantially the same form as the Stock Pledge Agreement (or enter into an amendment or joinder to the Stock Pledge Agreement) pledging to the Collateral Agent all of the stock or other evidence of ownership interest it presently holds and acquires in such Wholly Owned Subsidiary, and the Company shall deliver along with such Stock Pledge Agreement, joinder or amendment the securities described therein and a stock power, all of which

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shall be in form and substance satisfactory to Required Holders; provided that a stock pledge agreement in the same form as the Stock Pledge Agreement shall be deemed to be satisfactory to the Required Holders, (ii) if such Wholly Owned Subsidiary is not a corporation, execute one or more security agreements in substantially the same form as a Pledge Agreement entered into on the date hereof or otherwise satisfactory to the Required Holders, pledging to the Collateral Agent all of the ownership interest the Company holds and acquires in such Wholly Owned Subsidiary, including, without limitation, all presently existing and hereafter arising right, title, and interest in and to distributions, payments, general intangibles, accounts, and other tangible and intangible property and (iii) cause such Wholly Owned Subsidiary to execute a Guaranty Agreement and an Indemnity and Contribution Agreement (or appropriate amendments or joinders to the existing Guaranty Agreement and Indemnity and Contribution Agreement), all of which shall be in form and substance satisfactory to the Collateral Agent and the holders of the Notes. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interests described herein, all without the necessity of Company’s execution thereof.

          (ii) If any Subsidiary (other than a Wholly Owned Subsidiary) is acquired or formed by a Wholly Owned Subsidiary or the Company, the applicable Wholly Owned Subsidiary or Company, as applicable, within fifteen (15) Business Days after such Subsidiary is acquired or formed, shall, subject to the Release Provision, execute a Pledge Agreement, pledging its interest in such Subsidiary, and in the event such Subsidiary is not a corporation, execute such security agreements as are reasonably satisfactory to the Required Holders pledging to the Collateral Agent the ownership interest that the Company or such applicable Wholly Owned Subsidiary holds and acquires in such Subsidiary, all of which shall be in form and substance satisfactory to Collateral Agent. The Collateral Agent is hereby authorized to file such UCC financing statements necessary to perfect the security interest described herein, all without the necessity of Company’s or such Wholly Owned Subsidiary’s execution thereof.

          (iii) In connection with the acquisition or formation of any Wholly Owned Subsidiary or other Subsidiary referenced in subparts (i) and (ii) above, the Company shall also cause the holders of the Notes to receive simultaneously with the documentation referenced above the resolution of the respective Person executing such documentation and an opinion letter issued by Company’s legal counsel regarding such matters as may be reasonably required by the Required Holders.

          (iv) In connection with the acquisition or formation of any Subsidiary referenced in clauses (i) and/or (ii) immediately above, the Company shall cause the acquisition and formation of such Subsidiaries to be in compliance with all applicable Health Care Laws.

          (v) Notwithstanding the requirements set forth in the foregoing clauses (i) and (ii) of this paragraph 5J, neither the Company nor any Subsidiary shall be required to pledge or cause to be pledged to the Collateral Agent any Equity Interests acquired by the Company or its Subsidiaries after the Closing Day if the issuer of such Equity Interests does not, directly or indirectly, own, operate or manage a surgery center; provided, that, in no event shall the aggregate fair market value of all Equity Interests owned by the Company or its Subsidiaries in which the Collateral Agent does not have a perfected Lien exceed ten percent (10%) of the Company’s consolidated total assets, determined by reference to the consolidated financial statements of the Company and its Subsidiaries most recently delivered pursuant to paragraph 5A(i).

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          5K. Security Documents.

          (i) The Company will cooperate with the holders of the Notes to cause an annual review to be undertaken of the Security Documents and the procedures required for compliance by any Credit Party with the requirements contained therein and in paragraph 5J herein, and following such review the Company will, and will cause each Credit Party, to undertake any actions and implement such procedures to maintain compliance by each Credit Party with the requirements, purpose, and intent of the Security Documents and paragraph 5J herein.

          (ii) The Company agrees that upon the occurrence of an Event of Default, or at any such other time in the reasonable discretion of the Required Holders and after consultation with the Company, the Required Holders may cause to be filed any such UCC financing statements (and amendments thereto) as they deem necessary to perfect the security interests described in the Security Documents and/or to comply with any federal, state, or local governmental requirements, and that in connection with such filing, cause all fees, indebtedness taxes, or other charges to be paid, all without the necessity of Company’s or such Credit Party’s execution thereof, at Company’s expense, which Company agrees to pay to the holders of the Notes immediately upon receipt of written notice thereof.

          5L. Health Care. Without limiting the generality of any other covenant contained in this Agreement, the Company shall, and shall cause each Subsidiary to: (i) conduct their operations in material compliance with all applicable Health Care Laws; (ii) notify the holders of the Notes promptly after the Company or any Subsidiary becomes aware of any violation of Health Care Laws by the Company or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect; (iii) promptly forward to the holders of the Notes notice of receipt by the Company or any Subsidiary of any subpoena, search warrant, civil investigative demand or other request or investigation by a Governmental Authority with respect to a possible violation of Health Care Laws by the Company or any Subsidiary (a “Governmental Subpoena”) (but excluding (A) state licensure and Medicare certification and participation surveys by a Governmental Authority with respect to a possible violation of Health Care Laws, unless any deficiencies are of a kind that do result or likely will result in the issuance of a notice of suspension or termination of any license, payment, or provider or supplier number or agreement, and (B) routine audits and information requests); and (iv) promptly forward a copy of the Governmental Subpoena to the holders of the Notes, unless the Governmental Authority requests that the Company or any Subsidiary not provide such a copy to third parties; provided, however, that if the Governmental Authority requests that the Company or any Subsidiary not provide such a copy, then the Company will, or will cause the applicable Subsidiary to, in good faith request the Governmental Authority’s permission to provide a copy of the Governmental Subpoena to the holders of the Notes, subject to the Governmental Authority’s reasonable conditions on such permission (which may include an agreement by each holders of the Notes receiving such Governmental Subpoena to keep the contents of the Governmental Subpoena confidential); provided, further, that if the Governmental Authority does not grant such permission, then the Company or the Subsidiary receiving the Governmental Subpoena will promptly provide to the holders of the Notes a reasonably detailed summary of the information and items requested in the Governmental Subpoena.

          5M. Further Assurances. The Company will, and will cause each Subsidiary to, execute any and all further documents, agreements and instruments, and take all such further actions which may be required under any applicable law, or which the Required

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Holders may reasonably request, to effectuate the transactions contemplated by the Note Documents.

          5N. Information Required by Rule 144A. The Company will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

          5O. Covenant to Secure Notes Equally. The Company will, if it or any Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of paragraph 6C (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to paragraph 11C), make or cause to be made effective provision whereby the Notes will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as any such other Indebtedness shall be so secured; provided that the creation and maintenance of such equal and ratable Lien shall not in any way limit or modify the right of the holders of the Notes to enforce the provisions of paragraph 6C.

          5P. Guaranteed Obligations. The Company covenants that if any Person (other than the Company) guarantees or provides collateral in any manner for any Indebtedness of the Company arising under or in connection with the Credit Agreement, it will simultaneously cause such Person to guarantee or provide collateral for the Notes equally and ratably with all Indebtedness guaranteed or secured by such Person pursuant to documentation in form and substance reasonably satisfactory to such holder.

          6. COVENANTS. During the Issuance Period and so long thereafter as any Note or any amount owing under this Agreement is outstanding and unpaid, the Company covenants as follows:

          6A. Financial Covenants.

          6A(1). Leverage Ratio. The Company shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter, a Leverage Ratio of not greater than 3.25 to 1.00; provided however, that if, immediately following a Major Acquisition, the Leverage Ratio would exceed 3.25:1.00, then with respect to the calendar quarter in which such Major Acquisition is closed and each of the three immediately following calendar quarters, the Company shall maintain a Leverage Ratio of not greater than 3.75 to 1.00 instead of 3.25 to 1.00.

          6A(2). Interest Coverage Ratio. The Company shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter on a rolling four quarter basis, a ratio of (a) the sum of (i) EBITDA, plus (ii) Consolidated Lease Expense to (b) the sum of (i) Consolidated Interest Expense, plus (ii) Consolidated Lease Expense, of not less than 2.00 to 1.00.

          6A(3). Consolidated Net Worth. The Company, on a consolidated basis, shall maintain at all times a Consolidated Net Worth, as measured on the last day of each Fiscal

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Quarter, of not less than (a) $378,837,000, plus (b) fifty percent (50%) of its cumulative positive Consolidated Net Income since December 31, 2009 plus (c) one hundred percent (100%) of the net proceeds received from the issuance, sale, or disposition of the Company’s Capital Stock (common, preferred, or special), converted into or exchanged for Capital Stock, and any rights, options, warrants, and similar instruments from December 31, 2009 to any date of determination less (d) the amount equal to Company’s treasury stock purchases permitted by paragraph 6F(i) herein measured from December 31, 2009 to any date of determination.

          6B. Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

          (i) Indebtedness arising under the Note Documents;

          (ii) Indebtedness of the Company and its Subsidiaries existing on the date hereof and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof (all Indebtedness existing on the date hereof with a principal or committed amount outstanding equal to or greater than $250,000 is set forth on Schedule 6B attached hereto);

          (iii) Intercompany Loans not to exceed in the aggregate at any time outstanding an amount equal to forty percent (40%) of the sum of EBITDA for the relevant Four-Quarter Period, plus expense attributed to noncontrolling interests as identified as the line item “noncontrolling interests” on Company’s Consolidated Statements of Earnings;

          (iv) Indebtedness in respect of Hedging Obligations permitted by paragraph 6K;

          (v) Permitted Subordinated Debt in an aggregate principal amount not to exceed $50,000,000 at any time;

          (vi) Indebtedness under the Credit Agreement, including refundings, refinancings and replacements thereof, and amendments or modifications to the Loan Documents; provided, however, that the aggregate principal amount of such Indebtedness shall not at any time exceed $525,000,000, and all Guarantees thereof by Subsidiaries of the Company that have also guaranteed the Notes; and

          (vii) Indebtedness that does not exceed the Debt Basket Amount at any time of determination, inclusive of all amounts referenced in paragraph 6B(ii) above, but specifically excluding all amounts referred in paragraph 6B(i), paragraph 6B(iii), paragraph 6B(iv), paragraph 6B(v) and paragraph 6B(vi) above.

          The Company will not, and will not permit any Subsidiary to, issue any preferred stock or any other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Company or such Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interest described in this paragraph, on or prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the Maturity Date.

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          6C. Negative Pledge. The Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired, except for the following (collectively, “Permitted Liens”):

          (i) Liens securing the Obligations, and Liens in favor of the Collateral Agent pursuant to the Security Documents securing the “Obligations” (as defined in the Credit Agreement as in effect on the date hereof or in any replacement Credit Agreement to the extent that such definition is the same in all material respects as that in effect on the date hereof) pari passu (and pursuant to the Intercreditor Agreement) with the Obligations;

          (ii) Permitted Encumbrances;

          (iii) any Liens on any property or asset of the Company or any Subsidiary existing on the Closing Day set forth on Schedule 6C; provided that (A) such Lien shall not apply to any other property or asset of the Company or any Subsidiary and (B) only Liens securing Indebtedness or other obligations in excess of $250,000 as of the Closing Day are required to be disclosed on Schedule 6C;

          (iv) Liens securing Indebtedness permitted under paragraphs 6B(iii) and 6B(vii) above, provided that such Liens shall not encumber any of the same Collateral securing the Notes; and

          (v) extensions, renewals, or replacements of any Lien referred to in paragraphs (i) through (iii) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

          6D. Fundamental Changes. Except as otherwise expressly permitted by paragraph 6G(iii), the Company will not, and will not permit any Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any Subsidiary may merge with a Person if the Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any party to such merger is a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving Person, (iii) any Subsidiary may merge into the Company if Company is the surviving Person, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Company or to a Wholly Owned Subsidiary, (v) any Subsidiary that is no longer operational as a result of a sale or disposition permitted by paragraph 6G(iii) shall be permitted to liquidate or dissolve, and (vi) any Subsidiary (other than a Wholly Owned Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the holders of the Notes; provided, that any such merger involving a Person that is not a Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by paragraph 6E.

          6E. Investments, Loans, Etc. The Company will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any

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Person that was not a Wholly Owned Subsidiary prior to such merger), any Capital Stock, evidence of indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other Person or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or any assets of any other Person that constitute a business unit or division of any other Person, or create or form any Subsidiary (all of the foregoing being collectively called “Investments”), except:

          (i) Investments (other than Permitted Investments) existing on the date hereof and set forth on Schedule 6E (including Investments in Subsidiaries);

          (ii) Permitted Investments;

          (iii) Intercompany Loans not to exceed the amount specified in paragraph 6B(iii) herein;

          (iv) loans or advances to employees, officers or directors of the Company or any Subsidiary in the ordinary course of business for travel, relocation and related expenses not to exceed $250,000 in the aggregate outstanding amount;

          (v) Hedging Transactions permitted by paragraph 6K;

          (vi) the purchase or other acquisition of Capital Stock of one or more Non-Consolidated Entities so long as the aggregate amount of such Investments does not exceed either clause (i) or clause (ii) of the definition of Minority Investment Amount; provided however, that (x) at the time of such purchase or other acquisition and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) no such purchase or acquisition shall be made if the Company would not be in compliance on a Pro Forma Basis with the financial covenants set forth in paragraph 6 recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available;

          (vii) Investments permitted by, and made in accordance with, paragraph 6N;

          (viii) subject to compliance with paragraph 5J, Investments made in newly formed Subsidiaries for the purpose of developing new surgery centers; and

          (ix) Other Investments in an aggregate amount not to exceed $12,500,000 in any Fiscal Year; provided, that the aggregate amount of Investments made under this clause (viii) shall not exceed $30,000,000 in the aggregate during the term of this Agreement.

          6F. Restricted Payments.

          (i) Except for dividends or distributions payable from a Wholly Owned Subsidiary to the Company, the Company will not, and will not permit any of its corporate Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any Equity Interest, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of treasury stock (each, a “Restricted Payment”); provided however, that, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (i) the Company shall be permitted to declare and pay dividends in

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an amount not to exceed $10,000,000 in the aggregate in any Fiscal Year and (ii) the Company shall be permitted to purchase in the aggregate after the Closing Day treasury stock totaling no greater than (x) $75,000,000 plus (y) one hundred percent (100%) of the Net Equity Proceeds received by the Company after the Closing Day from the exercise of options or warrants to purchase the Company’s common stock; provided, further, that no Restricted Payment shall be made hereunder unless, and only unless, the Company shall be in compliance on a Pro Forma Basis with the financial covenants set forth in paragraph 6 recomputed as of the last day of the most recently ended Fiscal Quarter for which financial statements are available;

          (ii) Upon the occurrence, and during the continuance of, a Default or Event of Default, Company will not, and will not permit any of its corporate Subsidiaries to, pay or make, or agree to pay or make, directly or indirectly, any principal payments against any Intercompany Loans.

          6G. Sale of Assets. The Company will not, and will not permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose of to any Person other than to Company or a Wholly Owned Subsidiary, any of its assets, business or property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person other than the Company or a Wholly Owned Subsidiary (or to qualify directors if required by applicable law), except:

          (i) the sale or other disposition for fair market value of obsolete or worn out property or other property not necessary for operations disposed of in the ordinary course of business;

          (ii) the sale of inventory and Permitted Investments in the ordinary course of business;

          (iii) the sale or other disposition of one or more surgery centers (whether such sale or disposition is structured as an asset sale or a sale of all of the Equity Interests held by the Company or one of its Wholly Owned Subsidiaries in a Subsidiary whose sole asset is (or substantially all of its assets are comprised of) a surgery center) or Equity Interests in a Subsidiary whose sole asset is a surgery center; provided, that (i) no sale or other disposition of a surgery center or Equity Interests in a Subsidiary whose sole asset is a surgery center shall be permitted if such sale or disposition would constitute a Material Sale and (ii) at the time of such sale or disposition, the Company shall have certified to the Collateral Agent and the holders of the Notes a reasonably detailed calculation of the Net Disposition Proceeds from such sale or disposition and that such sale or disposition does not constitute a Material Sale; or

          (iv) the sale or other transfer by the Company or a Wholly Owned Subsidiary of Equity Interests in a Subsidiary to a physician or group of physicians who have a business relationship with such Subsidiary; provided that in no event shall such transfer reduce the ownership interest of the Company or any Wholly Owned Subsidiary in such Subsidiary below fifty-one percent (51%) (unless such transfer is a sale or disposition effected pursuant to clause (iii) immediately above).

          6H. Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (i) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than could be

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obtained on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Company and its Wholly Owned Subsidiaries not involving any other Affiliates and (iii) any Restricted Payment permitted by paragraph 6F.

          6I. Restrictive Agreements. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (i) except for restrictions in the limited partnership agreements set forth on Schedule 6I on the ability of a partner to transfer partnership interests, the ability of the Company or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether now owned or hereafter acquired, or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to its Capital Stock, to make or repay loans or advances to the Company or any other Subsidiary, to Guarantee Indebtedness of the Company or any other Subsidiary or to transfer any of its property or assets to the Company or any Subsidiary of the Company; provided, that (1) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement, any other Note Document or the Loan Documents, (2) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, (3) clause (i) shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions and conditions apply only to the property or assets securing such Indebtedness and (4) clause (i) shall not apply to customary provisions in leases restricting the assignment thereof.

          6J. Sale and Leaseback Transactions. The Company will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

          6K. Hedging Agreements. The Company will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transactions, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Company acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Company or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or (ii) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

          6L. Amendment to Material Documents.

          (i) The Company will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights in a manner materially adverse to the holders of the Notes under (a) its certificate of incorporation, bylaws or other organizational documents or (b) any Material Contract to which it is a party.

          (ii) Upon the occurrence, and during the continuance of, a Default or Event of Default, the Company will not, and will not permit any of its corporate Subsidiaries to, amend or terminate, or agree to, amend or terminate, directly or indirectly, any Intercompany Loans.

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          6M. Accounting Changes. The Company will not, and will not permit any Subsidiary to, make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change the fiscal year of the Company or of any Subsidiary, except to change the fiscal year of a Subsidiary to conform its fiscal year to that of the Company.

          6N. Acquisitions. Without the prior written consent of the Required Holders, the Company may not make any Acquisition (except pursuant to paragraph 6E(ix)) unless:

          (i) before and after giving effect to such Acquisition, (1) no Default or Event of Default has occurred and is continuing, (2) all conditions to borrowing under the Credit Agreement can be satisfied, (3) the representation set forth in paragraph 8P is true and correct as of the date of such Acquisition and (4) the Company would be in compliance with each of the covenants set forth in paragraph 6A, which shall be recomputed as of the day of the most recently ended Fiscal Quarter (for which financial statements are required to have been delivered) as if such Acquisition has occurred, and any Indebtedness incurred in connection therewith had been incurred, as of the first day of each relevant period for testing compliance;

          (ii) such Acquisition is consensual and has been approved by the board of directors (or equivalent thereof) of the Person whose stock or assets will be acquired in such Acquisition;

          (iii) the Person or assets being acquired are in the same line of business as the Company and its Wholly Owned Subsidiaries or any business reasonably related thereto, and such Acquisition shall only involve assets located in the United States;

          (iv) at least fifteen (15) Business Days prior to the proposed Acquisition the Company delivers to the holders of the Notes the Acquisition Information Package; and

          (v) the Company shall deliver to the holders of the Notes (1) within the time period required under paragraph 5J, the documentation and agreements required by paragraph 5J herein and (2) simultaneously with the Acquisition, a certificate executed by a Responsible Officer of the Company certifying that each of the conditions set forth above have been satisfied.

          6O. Subsidiaries. Except for Investments permitted by paragraph 6E(vi):

          (i) The Company may not hold an ownership interest in any Person except a Wholly Owned Subsidiary.

          (ii) A Wholly Owned Subsidiary may not hold an ownership interest in any Person except for a Subsidiary.

          6P. ERISA Violation. The Company will not, and will not permit any of its Subsidiaries, to engage in any transaction, take any action, or fail to take any action which could reasonably be expected to subject the Company, any Subsidiary of Company, or any Affiliate of the Company or any Subsidiary of Company to a material civil penalty pursuant to an ERISA violation.

          6Q. Government Regulation. Neither the Company nor any of its Subsidiaries will (i) be or become subject at any time to any law, regulation, or list of any

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Government Authority of the United States (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the holders of the Notes from making any advance or extension of credit to the Company or from purchasing the Notes or from otherwise conducting business with the Credit Parties, or (ii) fail to provide documentary and other evidence of the identity of the Credit Parties as may be requested by the holders of the Notes at any time to enable the holders of the Notes to verify the identity of the Credit Parties or to comply with any applicable law or regulation, including, without limitation, Section 326 of the Patriot Act.

          6R. Permitted Subordinated Indebtedness.

          (i) The Company will not, and will not permit any of its Subsidiaries to (i) prepay, redeem, repurchase or otherwise acquire for value any Permitted Subordinated Debt, or (ii) make any principal, interest or other payments on any Permitted Subordinated Debt that is not expressly permitted by the subordination provisions of the Subordinated Debt Documents.

          (ii) The Company will not, and will not permit any of its Subsidiaries to, agree to or permit any amendment, modification or waiver of any provision of any Subordinated Debt Document if the effect of such amendment, modification or waiver is to (1) increase the interest rate on such Permitted Subordinated Debt or change (to earlier dates) the dates upon which principal and interest are due thereon; (2) alter the redemption, prepayment or subordination provisions thereof; (3) alter the covenants and events of default in a manner that would make such provisions more onerous or restrictive to the Company or any such Subsidiary; or (4) otherwise increase the obligations of the Company or any Subsidiary in respect of such Permitted Subordinated Debt or confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to the Company or any of its Subsidiaries or to the holders of the Notes.

          6S. Most Favored Lender Status. (i) The Company will not, directly or indirectly, and will not permit any other Credit Party to amend or modify the Loan Documents to include one or more Additional Covenants or Additional Defaults, unless in each case the Company contemporaneously executes an amendment to this Agreement, in form and substance reasonably satisfactory to the Required Holders, to include such Additional Covenants or Additional Defaults herein; provided, that to the extent that the Company or any Credit Party shall enter into, assume or otherwise become bound by or obligated under such amendment or agreement containing one or more Additional Covenants or Additional Defaults without amending this Agreement to include such Additional Covenants or Additional Defaults, the terms of this Agreement shall nonetheless, without any further action on the part of the Company or any of the holders of the Notes, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such amendment or agreement. If the Company shall enter into a new principal credit agreement or loan agreement to replace or refinance the Credit Agreement, the terms in such replacement credit agreement or loan agreement governing prepayment from the proceeds of asset dispositions shall be materially the same as the applicable prepayment provisions in the Credit Agreement on the date hereof. (ii) The Company will not, directly or indirectly, amend or otherwise modify or permit any amendment or other modification of Section 2.11(b) of the Credit Agreement with respect to the prepayment of the proceeds of asset dispositions, unless such amendment or modification is reasonably satisfactory to the Required Holders and the Company contemporaneously offers to execute (and if requested by the Required Holders, executes) an amendment to this Agreement, in form and substance reasonably satisfactory to the Required Holders, to include the same such amendment or modification (or the functional equivalent thereof); provided, that the Company

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shall provide to the holders of the Notes, no less than five (5) Business Days prior to the effectiveness of any such proposed amendment or modification to the Credit Agreement, a copy of the final version of such proposed amendment or modification to the Credit Agreement.

          7. EVENTS OF DEFAULT.

          7A. Acceleration. If any of the following events shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise):

     (i) the Company shall fail to pay any principal of, or Yield-Maintenance Amount payable with respect to, any Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or otherwise; or

     (ii) the Company shall fail to pay any interest on any Note or any other amount (other than an amount payable under clause (i) of this paragraph 7A) payable under this Agreement or any other Note Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days; or

     (iii) any representation or warranty made or deemed made by or on behalf of the Company or any Subsidiary in or in connection with this Agreement or any other Note Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the holders of the Notes by any Credit Party or any representative of any Credit Party pursuant to or in connection with this Agreement or any other Note Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or

     (iv) the Company shall fail to observe or perform any covenant or agreement contained in paragraphs 5A, 5B, 5C (with respect to the Company’s existence), 5G or paragraph 6; or

     (v) any Credit Party shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those referred to in clauses (i), (ii) and (iv) above) or any other Note Document, and such failure shall remain unremedied for thirty (30) days after the earlier of (i) any officer of the Company becomes aware of such failure, or (ii) notice thereof shall have been given to the Company by any holder of the Notes; or

     (vi) the Company or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any principal of or premium or interest on any Material Indebtedness that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing or governing such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of

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such event or condition constitutes a default or accelerates, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable prior to the stated maturity date thereof; or any such Material Indebtedness shall be required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

     (vii) the Company or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Company or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or

     (viii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Subsidiary or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Company or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or

     (ix) the Company or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

     (x) an ERISA Event shall have occurred that, in the opinion of the Required Holders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect for the Company and the Subsidiaries; or

     (xi) any uninsured judgment or order for the payment of money in excess of $2,000,000, in the aggregate, or in such amount that would result in a Material Adverse Effect, shall be rendered against the Company or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and shall not have been stayed within fifteen (15) days after the commencement thereof, or (ii) there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (xii) any non-monetary judgment or order shall be rendered against the Company or any Subsidiary that could reasonably be expected to have a Material

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Adverse Effect, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (xiii) [Intentionally Omitted];

     (xiv) any material provision of any Guaranty Agreement, the Security Documents, or any other document securing the Obligations of Company and the Subsidiaries hereunder shall for any reason cease to be valid and binding on, or enforceable against the Company or the Subsidiaries; or

     (xv) the Company or any Subsidiary violates or otherwise fails to comply with any law, rule, regulation, decree, order, or judgment under the laws of the United States of America or of any state or jurisdiction thereof which violation has a Material Adverse Effect or Company or any Subsidiary fails or refuses at any time to remain current in its financial reporting requirements pursuant to such laws, rules, and regulations or pursuant to the rules and regulations of any exchange upon which any shares of Company are traded;

     (xvi) a default shall occur under any other Note Document and shall continue beyond any applicable notice and cure period;

     (xvii) the Company or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any Governmental Authority from conducting any material part of the business of the Company and its Subsidiaries and such order shall continue in effect for more than thirty (30) days if such event or circumstance is not covered by business interruption insurance and could have a Material Adverse Effect;

     (xviii) the loss, suspension or revocation of, or failure to renew, any license, permit or authorization now held or hereafter acquired by the Company or any of its Subsidiaries, or any other action shall be taken by any Governmental Authority in response to any alleged failure by the Company or any of its Subsidiaries to be in compliance with applicable law if such loss, suspension, revocation or failure to renew or other action, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

     (xix) any default or event of default (after giving effect to any grace period) shall have occurred and be continuing under the Subordinated Debt Documents or any Subordinated Debt Document shall cease to be in full force and effect or the validity or enforceability thereof is disaffirmed by or on behalf of any subordinated lender party thereto, or any Obligations fail for any reason to rank senior in priority to the Indebtedness under the Subordinated Debt Documents, or all or any part of the Permitted Subordinated Debt is accelerated, is declared to be due and payable is required to be prepaid or redeemed, in each case prior to the stated maturity thereof;

     (xx) an “Event of Default” under and as defined in the Credit Agreement shall have occurred; or

     (xxi) an event of default shall exist under any Hedging Transaction with a Hedge Provider (taking into account any applicable cure or grace period provisions thereof);

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then (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A, any holder of any Note (other than the Company or any of its Subsidiaries or Affiliates) may at its option, by notice in writing to the Company, declare all of the Notes held by such holder to be, and all of the Notes held by such holder shall thereupon be and become, immediately due and payable at par together with interest accrued thereon, without presentment, demand, protest or notice of any kind (including, without limitation, notice of intent to accelerate), all of which are hereby waived by the Company, (b) if such event is an Event of Default specified in clause (vii), (viii), (ix) or (x) of this paragraph 7A with respect to the Company, all of the Notes at the time outstanding shall automatically become immediately due and payable together with interest accrued thereon and the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind (including, without limitation, notice of intent to accelerate and notice of acceleration of maturity), all of which are hereby waived by the Company, and (c) with respect to any event constituting an Event of Default (including an event described in clause (a) above), the Required Holder(s) of the Notes may at its or their option, by notice in writing to the Company, declare all of the Notes to be, and all of the Notes shall thereupon be and become, immediately due and payable together with interest accrued thereon and together with the Yield-Maintenance Amount, if any, with respect to each Note, without presentment, demand, protest or notice of any kind (including, without limitation, notice of intent to accelerate), all of which are hereby waived by the Company.

Solely for the purposes of determining whether a Default or an Event of Default has occurred under clauses (vii), (viii) or (ix) of this paragraph 7A, any reference in any such clause to a Subsidiary shall be deemed not to include any Subsidiary (such Subsidiary, an “Excluded Subsidiary”) affected by any event or circumstance referred to in any such clause that did not (x) as of the last day of the Fiscal Quarter most recently ended, have assets with a value (determined on a consolidated basis) in excess of 1.0% of the consolidated total assets of the Company and its Subsidiaries as of the last day of such Fiscal Quarter or (y) have revenues (determined on a consolidated basis) for the Four Quarter Period in excess of 1.0% of the total revenues of the Company and its Subsidiaries for such Four Quarter Period; provided that if it is necessary to exclude more than one Subsidiary from clause (vii), (viii) or (ix) of this paragraph 7A pursuant to this paragraph in order to avoid a Default or an Event of Default, all Excluded Subsidiaries shall be considered to be a single consolidated Subsidiary for purposes of determining whether the condition specified above is satisfied.

The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

          7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been declared immediately due and payable pursuant to paragraph 7A, the Required Holder(s) of the Notes may, by notice in writing to the Company, rescind and annul such declaration and its consequences if (i) the Company shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance Amount at the rate specified in the

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Notes, (ii) the Company shall not have paid any amounts which have become due solely by reason of such declaration, (iii) all Events of Default and Defaults, other than non-payment of amounts which have become due solely by reason of such declaration, shall have been cured or waived pursuant to paragraph 11C, and (iv) no judgment or decree shall have been entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such rescission or annulment shall extend to or affect any subsequent Event of Default or Default or impair any right arising therefrom.

          7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled pursuant to paragraph 7B, the Company shall forthwith give written notice thereof to the holder of each Note at the time outstanding.

          7D. Other Remedies. If any Event of Default or Default shall occur and be continuing, the holder of any Note may proceed to protect and enforce its rights under this Agreement and such Note by exercising such remedies as are available to such holder in respect thereof under applicable law, either by suit in equity or by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Agreement or in aid of the exercise of any power granted in this Agreement and may direct the Collateral Agent in accordance with the Intercreditor Agreement to exercise on behalf of the holders of the Notes all rights and remedies available to the holders of the Notes under the Security Documents. No remedy conferred in this Agreement upon the holder of any Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.

          7E. Application of Proceeds. After the exercise of remedies provided for in this paragraph 7 (or after the Notes have automatically become immediately due and payable), subject to the provisions of the Intercreditor Agreement, any amounts received by the holders of the Notes shall be applied ratably to the Obligations.

          8. REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents, covenants and warrants as follows (all references to “Subsidiary” and “Subsidiaries” in this paragraph 8 shall be deemed omitted if the Company has no Subsidiaries at the time the representations herein are made or repeated):

          8A. Existence; Power. The Company and each of its Subsidiaries (i) is duly organized, validly existing and in good standing as a corporation, limited liability company, or limited partnership, as the case may be, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except, in the case of either of clauses (ii) or (iii), where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

          8B. Organizational Power; Authorization. The execution, delivery and performance by each Credit Party of the Note Documents to which it is a party are within such Credit Party’s organizational powers and have been duly authorized by all necessary organizational, and if required, stockholder, member, or partner, action. This Agreement has been duly executed and delivered by the Company, and constitutes, and each other Note Document to which any Credit Party is a party, when executed and delivered by such Credit Party, will

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constitute, valid and binding obligations of the Company or such Credit Party (as the case may be), enforceable against it in accordance with their respective term

          8C. Governmental Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement, and by each Credit Party of the other Note Documents to which it is a party (i) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (ii) will not violate any Requirements of Law applicable to the Company or any of its Subsidiaries or any judgment, order or ruling of any Governmental Authority, (iii) will not violate or result in a breach or default under any Material Contract or under the Loan Documents or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, except Liens (if any) created under the Security Documents.

          8D. Financial Statements. The Company has furnished to each holder of the Notes the audited consolidated balance sheet of the Company and its Subsidiaries for the Fiscal Year ending December 31, 2009, and the related consolidated statements of income, shareholders’ equity and cash flows, audited by independent public accountants of recognized national standing and prepared in accordance with GAAP. Since December 31, 2009, there have been no changes with respect to the Company and its Subsidiaries which have had or could reasonably be expected to have, singularly or in the aggregate, a Material Adverse Effect.

          8E. Litigation and Environmental Matters.

          (i) Except for matters set forth on Schedule 8E, no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries (1) that is not covered fully by insurance and as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (2) which in any manner draws into question the validity or enforceability of this Agreement or any other Note Document.

          (ii) Except for the matters set forth on Schedule 8E, neither the Company nor any of its Subsidiaries (1) has failed to comply in any material respect with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (2) has become subject to any Environmental Liability, (3) has received notice of any claim with respect to any Environmental Liability or (4) knows of any basis for any Environmental Liability.

          8F. Compliance with Laws and Agreements; Credit Agreement Representations. Neither the Company nor any Subsidiary has knowingly violated (i) any Requirements of Law, or any judgment, decree or order of any Governmental Authority which have a reasonable likelihood of resulting in a Material Adverse Effect, or (ii) any indentures, agreements or other instruments binding upon it or its properties, except where such violation, either singularly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary is in default under or breach of any agreement or contract, the effect of which would be to cause a Material Adverse Effect. Each of the representations and warranties set forth in Section 4 of the Credit Agreement is true and correct in all material respects on and as of the Closing Day.

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          8G. Investment Company Act, Etc. Neither the Company nor any of its Subsidiaries is (i) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (ii) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

          8H. Taxes. The Company and its Subsidiaries have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (i) to the extent the failure to do so would not have a Material Adverse Effect or (ii) where the same are currently being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP.

          8I. Margin Regulations. None of the proceeds from the issuance of the Notes will be used for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of Regulations T, U or X. The Company and its Subsidiaries are in full compliance with, and have not violated or allowed to be violated, any provision of, any of the Regulations T, U, or X. Neither the Company nor its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying “margin stock.”

          8J. ERISA.

          (i) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The “benefit obligations” of all Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed the “fair market value of the assets” of such Plans by more than $2,000,000. No event has occurred since the issuance of such financial statements that would cause the “benefit obligations” of all Plans to exceed the “fair market value of the assets” of such Plans by the dollar amount specified in the previous sentence. The terms “benefit obligations” and “fair market value of assets” shall be determined by and with such terms defined in accordance with FASB ASC 715.

          (ii) Each Employee Benefit Plan is in compliance with all applicable provisions of ERISA, the Code and other Requirements of Law, except where the failure to be so in compliance could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except with respect to Multiemployer Plans, each Qualified Plan (I) has received a favorable determination from the IRS applicable to the Qualified Plan’s current remedial amendment cycle (as defined in Revenue Procedure 2007-44 or “2007-44” for short), (II) has timely filed for a favorable determination letter from the IRS during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the IRS, (III) has filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for

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such Qualified Plan has not yet expired or (IV) is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan. No event has occurred which would cause the loss of the Company’s or any ERISA Affiliate’s reliance on the Qualified Plan’s favorable determination letter or opinion letter.

          (iii) With respect to any Employee Benefit Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the Company’s financial statements in accordance with Statement of FASB ASC 715.

          (iv) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (1) there are no pending or to the best of the Company’s knowledge, threatened claims, actions or lawsuits or action by any Governmental Authority participant or beneficiary with respect to a Employee Benefit Plan; (2) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan; and (3) neither the Company nor ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Employee Benefit Plan, that would subject the Company to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code.

          (v) The execution and delivery of this Agreement and the issuance and sale of the Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code. The representation by the Company in the next preceding sentence is made in reliance upon and subject to the accuracy of the representation of each Purchaser in paragraph 9B as to the source of funds to be used by it to purchase any Notes.

          8K. Ownership of Property.

          (i) Each of the Company and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all of its real and personal property material to the operation of its respective business. All leases that individually or in the aggregate are material to the business or operations of the Company and its Subsidiaries are valid and subsisting and are in full force.

          (ii) Each of the Company and its Subsidiaries has good and marketable title to and ownership of all of the material assets described as being owned by Company or its Subsidiaries in the Company’s most recent consolidated financial statements, free and clear of all Liens, except for Permitted Encumbrances and those other Liens allowed by paragraph 6C.

          (iii) Each of the Company and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, tradenames, copyrights and other intellectual property material to its business, and the use thereof by the Company and its Subsidiaries does not infringe on the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

          (iv) The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Company (other than Persons who are Affiliates solely by virtue of their ownership of Equity Interests in the Borrower), in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or any applicable Subsidiary operates.

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          8L. Disclosure. The Company has disclosed to the holders of the Notes all agreements, instruments, and corporate or other restrictions to which the Company or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of the Company to the Purchasers in connection with the negotiation of this Agreement or any other Note Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading; provided that with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time

          8M. Labor Relations. There are no strikes, lockouts or other material labor disputes or grievances against the Company or any of its Subsidiaries, or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries, except those that could not reasonably be expected to have a Material Adverse Effect and no significant unfair labor practice, charges or grievances are pending against the Company or any of its Subsidiaries, or to the Company’s knowledge, threatened against any of them before any Governmental Authority, except those that could not reasonably be expected to have a Material Adverse Effect. All payments due from the Company or any of its Subsidiaries pursuant to the provisions of any collective bargaining agreement have been paid or accrued as a liability on the books of the Company or any such Subsidiary, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

          8N. Subsidiaries. Schedule 8N sets forth the names of, the address of, the states of incorporation or organization, and the ownership interest of the Company in, and the type of, each Subsidiary and identifies each Subsidiary that is a Credit Party, in each case as of the Closing Day. The Company uses no trade names.

          8O. Personal Holding Company; Subchapter S. Neither Company nor any Subsidiary is a “personal holding company” as defined in Section 542 of the Code, and neither Company nor any Subsidiary is a “Subchapter S” corporation within the meaning of the Code.

          8P. Solvency. The Company and each Subsidiary (other than an Excluded Subsidiary) are solvent as of the date hereof (after giving effect to the incurrence of Indebtedness under this Agreement and the incurrence of Indebtedness under the Credit Agreement) and shall remain solvent at all times hereafter. The Company and each Subsidiary (other than an Excluded Subsidiary) are generally paying their respective debts as they mature and the fair value of Company’s and such Subsidiary’s assets substantially exceeds the sum total of their respective liabilities.

          8Q. Foreign Assets Control Regulations, Etc. Neither the issuance of any Note nor the use of the proceeds thereof will violate (i) the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (ii) the Patriot Act or (iii) Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism). Without limiting the foregoing, neither Company nor any of its Subsidiaries is or will become a “blocked person” as described in Section 1 of such Executive Order or engages or

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will engage in any dealings or transactions with, or is otherwise associated with, any such blocked person

          8R. OFAC. None of the Company, any Subsidiary of the Company or any Affiliate of the Company (i) is a Sanctioned Person, (ii) has any assets in Sanctioned Countries, or (iii) derives any of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries. No part of the proceeds of the issuance of any Note hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country or for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. Solely for purposes of this Section 4.18, “Affiliate of the Borrower” shall not include any Person who is an Affiliate of the Borrower solely by virtue of its ownership of Equity Interests in the Borrower unless the Borrower has actual knowledge that such Person would be included in any of the foregoing clauses (i), (ii) or (iii).

          8S. Capital. Company now has capital sufficient to carry on its business and transactions and all businesses and transactions in which it is engaged.

          8T. Health Care Permits.

          (i) To the extent required by the Health Care Laws, all Subsidiaries (1) hold all Health Care Permits required to operate their respective businesses as conducted from time to time, and (2) are certified for participation and reimbursement under Titles XVIII and XIX of the Social Security Act (the “Medicare and Medicaid Programs”), except where the failure to hold such Health Care Permits or hold such certifications would not reasonably be expected to have a Material Adverse Effect.

          (ii) Neither the Company nor any Subsidiary has received any notice (i) alleging that it fails or has failed to hold any Health Care Permit, or (ii) of any action pending or recommended by any Governmental Authority of competent jurisdiction to revoke, limit, withdraw or suspend any Health Care Permit, except where the matters disclosed in any such notice would not reasonably be expected to have a Material Adverse Effect.

          (iii) Each physician performing services at an ambulatory surgery center operated by a Subsidiary is credentialed to perform services at such facility through the medical staff bylaws of such Subsidiary, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each Health Care Provider providing services at an ambulatory surgery center operated by a Subsidiary holds a current and unrestricted professional license or certification from a Governmental Authority, as required under the Health Care Laws, except where failure would not reasonably be expected to have a Material Adverse Effect.

          8U. Health Care Laws.

          (i) Except where violation of or non-compliance with Health Care Laws could not reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary nor any Person acting on behalf of the Company or any Subsidiary has directly or indirectly: (i) engaged in any activity, participated in any relationship or arrangement, made any omission, or taken any other action whatsoever which, alone or collectively, is a violation of any Health Care Laws; (ii) with respect to any item or service offered by any Subsidiaries for which

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payment is made in whole or in part under a Federal Health Care Program, offered or paid any remuneration or other thing of value, in cash or in kind, to, or made any financial arrangements with, any past, present or potential customer, patient, physician, other provider, contractors or third party payor or any other Person other than in compliance with all Health Care Laws; and (iii) with respect to any item or service offered by any Subsidiaries for which payment is made in whole or in part under a Federal Health Care Program, given or agreed to give, nor is there any past or future agreement to give, any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past, present or potential customer, patient, physician, other provider, contractor, third party payor or any other Person other than in compliance with all Health Care Laws.

          (ii) Except where violation of or non-compliance with Health Care Laws could not reasonably be expected to result in a Material Adverse Effect, to the extent they participate in the Medicare and Medicaid Programs, all Subsidiaries in which ownership or membership interests are held by physicians or other Persons in a position to refer patients to or to recommend the services provided by such Subsidiaries are operated and, to the knowledge of the Company and its Subsidiaries, have been formed in compliance with all applicable Health Care Laws.

          (iii) There are no Claims against the Company or any Subsidiary (including the receipt of written communication from any Governmental Authorities) in connection with or related to any alleged violation of Health Care Laws that would reasonably be expected to have a Material Adverse Effect.

          (iv) All billings and claims submitted by a Subsidiary to a third party payor of health care benefits (including Federal Health Care Programs) have been complete and accurate in all respects and have been prepared in compliance with the Health Care Laws, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries has paid or caused to be paid, or shall pay or cause to be paid in accordance with applicable Health Care Laws, all known and undisputed refunds, overpayments or adjustments which have become due under the Federal Health Care Programs, except where such failure would not reasonably be expected to have a Material Adverse Effect. Each of the Subsidiaries has paid or caused to be paid all known and undisputed refunds, overpayments or adjustments which have become due to any other third party payor of health care benefits for any undisputed refund, overpayment or adjustment, except where such failure could not reasonably be expected to have a Material Adverse Effect.

          (v) Neither the Company nor any Subsidiary is subject to or has received written notice of any program integrity review conducted by any Governmental Authority in connection with any Federal Health Care Programs, nor has the Company or any Subsidiary received a subpoena, civil investigative demand, search warrant, or other similar written notice that it currently is or will be the subject of any investigation regarding violation of Health Care Laws by any Governmental Authority that could reasonably be expected to result in a Material Adverse Effect.

          (vi) None of the Subsidiaries is or has been the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any non-Federal Health Care Programs third party payor of health care benefits based upon any alleged violation of Health Care Laws by or other improper activity on the part of the Company, any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

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          (vii) None of the Company or the Subsidiaries or their owners, managers, directors, managing employees (as such term is defined in 43 USC §1320a 5(b)), Health Care Providers or physicians who are credentialed to perform services at ambulatory surgery centers operated by the Subsidiaries are currently excluded from, prohibited from or, to the knowledge of the Company or its Subsidiaries, threatened with exclusion from participation in any Federal Health Care Programs to the extent such exclusion or failure could reasonably be expected to result in a Material Adverse Effect.

          8V. HIPAA.

          (i) The Company is, and each of its Subsidiaries are, in material compliance with the applicable privacy, security, transaction standards, breach notification, and other provisions and requirements of HIPAA and any comparable state laws.

          (ii) Neither the Company nor any Subsidiary has received any written communication from any Governmental Authority that alleges that the Company or any Subsidiary is not in material compliance with the applicable privacy, security, transaction standards, breach notification and other provisions and requirements of HIPAA or any comparable state laws.

          (iii) To the knowledge of the Company, no Breach has occurred with respect to any unsecured Protected Health Information maintained by or for the Company or any Subsidiary that is subject to the notification requirements of 45 C.F.R. §§ 164.406 or 164.408, and no information security or privacy breach event has occurred that would require notification to any Governmental Authority under state laws.

          8W. Offering of Notes. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchaser(s) and not more than five other Institutional Investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

          8X. Rule 144A. The Notes are not of the same class as securities of the Company, if any, listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

          9. REPRESENTATIONS OF THE PURCHASERS.

     Each Purchaser represents as follows:

          9A. Nature of Purchase. Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser’s property shall at all times be and remain within its control.

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          9B. Source of Funds. At least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

     (i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

     (ii) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (iii) the Source is either (a) an insurance company pooled separate account, within the meaning of the PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (iii), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (iv) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such QPAM and (b) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (iv); or

     (v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the

34

conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Company and (a) the identity of such INHAM and (b) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (v); or

     (vi) the Source is a governmental plan; or

     (vii) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (vii); or

     (viii) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

          As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

          9C. Independent Investigation. Each Purchaser has made its own independent investigation of the condition (financial and otherwise), prospects and affairs of the Company and its Subsidiaries in connection with its purchase of the Notes hereunder and has made and shall continue to make its own appraisal of the creditworthiness of the Company. No holder of Notes shall have any duty or responsibility to any other holder of Notes, either initially or on a continuing basis, to make any such investigation or appraisal or to provide any credit or other information with respect thereto. No holder of Notes is acting as agent or in any other fiduciary capacity on behalf of any other holder of Notes.

          10. DEFINITIONS; ACCOUNTING MATTERS. For the purpose of this Agreement, the terms defined in paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective meanings specified therein and all accounting matters shall be subject to determination as provided in paragraph 10C.

          10A. Yield-Maintenance Terms.

          “Called Principal” shall mean, with respect to any Note, the principal of such Note that is to be prepaid pursuant to paragraph 4B or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

          “Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (as converted to reflect the periodic basis on which interest on such Note is payable, if interest is payable other than on a semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.

          “Reinvestment Yield” shall mean, with respect to the Called Principal of any

35

Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

          “Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled Payment of such Called Principal (but not of interest thereon) by (b) the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

          “Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due on or after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date.

          “Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to paragraph 4B or is declared to be immediately due and payable pursuant to paragraph 7A, as the context requires.

          “Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in no event be less than zero.

          10B. Other Terms.

          “Acquisition” shall mean the acquisition by Company of a controlling ownership interest in any existing ambulatory surgery center(s) through the formation of a Subsidiary or otherwise.

          “Acquisition Information Package” shall mean information delivered by Company to the holders of the Notes pursuant to paragraph 6N(i) and (ii) in the form of Exhibit E.

          “Acquisition Pro Forma” shall mean a pro forma statement in the form of and containing the information shown on Exhibit F.

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          “Additional Covenant” shall mean any affirmative or negative covenant or similar restriction that is contained in any of the Loan Documents and is applicable to the Company or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness under the Credit Agreement (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 of this Agreement.

          “Additional Default” shall mean any provision contained in the Credit Agreement which permits the holder or holders of Indebtedness under the Credit Agreement to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Company or any Subsidiary to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in paragraph 7 of this Agreement, or related definitions in paragraph 10 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth herein or is more beneficial to the holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive, has a shorter grace period or is more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in paragraph 7 of this Agreement, or related definitions in paragraph 10 of this Agreement.

          “Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

          “Agreement” shall mean this Note Purchase Agreement (including all exhibits hereto), as the same may be amended, restated, modified, or supplemented from time to time in accordance with the terms hereof.

          “Authorized Officer” shall mean (i) in the case of the Company, its chief executive officer, its chief financial officer, any vice president of the Company designated as an “Authorized Officer” of the Company for the purpose of this Agreement in an Officer’s Certificate executed by the Company’s chief executive officer or chief financial officer and delivered to Prudential, and (ii) in the case of Prudential, any officer of Prudential designated as its “Authorized Officer” for the purpose of this Agreement in a certificate executed by one of its Authorized Officers. Any action taken under this Agreement on behalf of the Company by any individual who on or after the date of this Agreement shall have been an Authorized Officer of the Company and whom Prudential in good faith believes to be an Authorized Officer of the Company at the time of such action shall be binding on the Company even though such individual shall have ceased to be an Authorized Officer of the Company, and any action taken under this Agreement on behalf of Prudential by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Prudential and whom the Company in good faith believes to be an Authorized Officer of Prudential at the time of such action shall be binding on Prudential even though such individual shall have ceased to be an Authorized Officer of Prudential.

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          “Bank Agent” means the “Administrative Agent” as defined in the Credit Agreement.

          “Breach” means a breach of unsecured Protected Health Information under 45 C.F.R. Part 164, Subpart D.

          “Business Day” shall mean any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial banks in New York City are required or authorized to be closed and (iii) for purposes of paragraph 2B(3) hereof only, a day on which The Prudential Insurance Company of America is not open for business.

          “Capital Expenditures” shall mean for any period, without duplication, (i) all expenditures for property, plant and equipment and other capital expenditures of the Company and its Subsidiaries that are (or would be) set forth as capital expenditures on a consolidated statement of cash flows of the Company for such period prepared in accordance with GAAP and (ii) Capital Lease Obligations incurred by the Company and its Subsidiaries during such period.

          “Capital Lease Obligations” of any Person shall mean all obligations of such Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) of real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Capital Stock” means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Change in Control” means the occurrence of one or more of the following events: (i) any Person or two or more Persons acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of Company (or other securities convertible into such securities) representing 40% or more of the combined voting power of all securities of Company entitled to vote in the election of directors; or (ii) individuals who at the beginning of this Agreement were directors of Company ceasing for any reason to constitute a majority of the Board of Directors of Company unless the Persons replacing such individuals were nominated by the Board of Directors of Company; or (iii) any Person or two or more Persons acting in concert acquiring by contract or otherwise, or entering into a contract or arrangement which upon consummation will result in its or their acquisition of, or control over, securities of Company (or other securities convertible into such securities) representing 40% or more of the combined voting power of all securities of Company entitled to vote in the election of directors.

          “Claim” means any action, suit, claim, lawsuit, demand, inquiry, hearing, investigation, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeals or other dispute, whether civil, criminal, administrative or otherwise.

          “Closing Day” shall have the meaning specified in paragraph 2.

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          “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

          “Collateral” shall mean all property and assets of the Credit Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

          “Collateral Agent” shall mean SunTrust Bank, together with any successors or assigns, in its capacity as “Collateral Agent” under and as defined in the Intercreditor Agreement.

          “Company” shall have the meaning set forth in the introductory paragraph hereof.

          “Compliance Certificate” shall mean a certificate from the principal executive officer or the principal financial officer of Company in form and substance (including certifications therein) reasonably satisfactory to the Required Holders.

          “Consolidated Interest Expense” shall mean, for the Company and its Subsidiaries for any period determined on a consolidated basis in accordance with GAAP, the sum of (i) total cash interest expense, including without limitation the interest component of any payments in respect of Capital Lease Obligations capitalized or expensed during such period (whether or not actually paid during such period) plus (ii) the net amount payable (or minus the net amount receivable) with respect to Hedging Transactions during such period (whether or not actually paid or received during such period).

          “Consolidated Lease Expense” shall mean, for any period, the aggregate amount of fixed and contingent rentals payable by the Company and its Subsidiaries with respect to leases of real and personal property (excluding Capital Lease Obligations) determined on a consolidated basis in accordance with GAAP for such period.

          “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (1) any gains attributable to write-ups of assets, (2) any equity interest of the Company or any Subsidiary in the unremitted earnings of any Non-Consolidated Entity and (3) any extraordinary gains or losses.

          “Consolidated Net Worth” shall mean, as of any date, (a) the total assets of the Company and its Subsidiaries that would be reflected as such on the Company’s consolidated balance sheet as of such date prepared in accordance with GAAP, minus (b) the sum of (i) the total liabilities of the Company and its Subsidiaries that would be reflected on the Company’s consolidated balance sheet as of such date prepared in accordance with GAAP, (ii) Non-Controlling Interests, and (iii) the amount of any write-up in the book value of any assets resulting from a revaluation thereof or any write-up in excess of the cost of such assets acquired reflected on the consolidated balance sheet of the Company as of such date prepared in accordance with GAAP. For purposes of determining Consolidated Net Worth, any non-cash charges taken for the impairment of goodwill in accordance with FASB ASC 350 shall be excluded.

          “Consolidated Statements of Earnings” shall mean the consolidated statements of earnings provided by Company to the holders of the Notes as part of its consolidated balance sheets delivered pursuant to paragraph 5A herein.

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          “Consolidated Statements of Operations Data” shall mean such information delivered by Company pursuant to paragraph 5A(v) hereof setting forth information on the operations of the developed surgery centers and related activities for the Company and its Subsidiaries all in a format reasonably acceptable to the Required Holders.

          “Consolidated Total Debt” shall mean, as of any date, all Indebtedness of the Company and its Subsidiaries measured on a consolidated basis as of such date, but excluding Indebtedness of the type described in subsection (x) of the definition thereto.

          “Control” shall mean the power, directly or indirectly, either to (i) vote 10% or more of securities having ordinary voting power for the election of directors (or persons performing similar functions) of a Person or (ii) direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” have meanings correlative thereto.

          “Control Event” shall mean:

          (i) the execution by the Company or any of its Subsidiaries or Affiliates of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control,

          (ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or

          (iii) the making of any written offer by any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act as in effect on the date of the Closing) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act as in effect on the date of the Closing) to the holders of the common stock of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control.

          “Credit Agreement “ shall mean that certain Revolving Credit Agreement, dated as of the date hereof, by and among the Company, the lenders from time to time parties thereto and SunTrust Bank, as administrative agent, as amended, restated, supplemented or modified, and any replacement credit agreement to the extent that the credit facility under such replacement credit agreement is the Company’s principal credit facility.

          “Credit Parties” shall mean the Company and the Wholly Owned Subsidiaries.

          “Debt Basket Amount” means Indebtedness of the Company or its Subsidiaries not to exceed an aggregate principal amount of $40,000,000, which total permitted amount shall be increased each calendar year during the term of this Agreement by $5,000,000 and for clarity, the total Debt Basket Amount shall not exceed: (i) for the period from the Closing Day through May 27, 2011, $40,000,000; (ii) for the period from May 28, 2011 through May 27, 2012, $45,000,000; (iii) for the period from May 28, 2012 through May 27, 2013, $50,000,000; (iv) for the period from May 28, 2013 through May 27, 2014, $55,000,000; (v) for the period from May 28, 2014 through May 27, 2015, $60,000,000; (vi) for the period from May 28, 2015 through May 27, 2016, $65,000,000; (vii) for the period from May 28, 2016 through May 27, 2017, $70,000,000; (viii) for the period from May 28, 2017 through May 27, 2018, $75,000,000; (ix)

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for the period from May 28, 2018 through May 27, 2019, $80,000,000; (x) for the period from May 28, 2019 through May 27, 2020, $85,000,000; and (xi) for May 28, 2020, $90,000,000.

          “Default” shall mean any of the events specified in paragraph 7A, whether or not any requirement for such event to become an Event of Default has been satisfied.

          “Default Rate” shall mean, at any time upon the occurrence of an Event of Default and until such Event of Default has been cured or waived in writing, a rate of interest per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law and (ii) the greater of (a) 2.0% over the rate of interest in effect immediately prior to such Event of Default and (b) 2.0% over the rate of interest publicly announced by JPMorgan Chase Bank, National Association from time to time in New York City as its Prime Rate.

          “Developed Center Information Package” shall mean such information delivered pursuant to paragraph 5A(vi) hereof setting forth information on Company’s surgery centers under development all in a format reasonably acceptable to the Required Holders.

          “Disposition” (or similar words such as “Dispose”) shall mean any sale, transfer, lease, contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of the Company’s or any Subsidiaries’ assets (including accounts receivable and Equity Interests of Subsidiaries, but excluding cash) to any other Person (other than to a Wholly Owned Subsidiary) in a single transaction or series of transactions; for the avoidance of doubt, a Disposition shall include each of the transactions contemplated by paragraph 6G (whether or not permitted thereby).

          “Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

          “EBITDA” shall mean, for the Company and its Subsidiaries on a consolidated basis for any period, an amount equal to the sum of Consolidated Net Income for such period plus, without duplication, and to the extent deducted in computing Consolidated Net Income for such period, the sum of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, in each case determined on a consolidated basis in accordance with GAAP; (d) to the extent applicable, stock option compensation costs applicable under (and calculated in accordance with) FASB ASC 718; and (e) all non-cash charges for such period taken for the impairment of goodwill in accordance with FASB ASC 350, but excluding any non-cash charge that will result in a cash charge in a future period; provided, however, with respect to any Person that became a Subsidiary of, or was merged with or consolidated into, the Company or any Wholly Owned Subsidiary during such period, “EBITDA” shall also include the EBITDA of such Person during such period and prior to the date of such acquisition, merger or consolidation; and provided, further, with respect to any Person that ceased to be a Subsidiary, or was the subject of a Disposition during any measurement period, “EBITDA” shall not include the EBITDA of such Person for such measurement period, such calculations under this proviso to be detailed with supporting documentation and measured to the Required Holders’ reasonable satisfaction.

          “Employee Benefit Plan” shall have that meaning as defined in Section 3(3) of ERISA and for which the Company or an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by the Company or its ERISA Affiliates or on behalf of beneficiaries of such participants.

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          “Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, or the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

          “Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “Equity Interests” means, with respect to any Person, any and all shares, partnership, joint venture or other interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued after the Closing Day.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute including any regulations promulgated thereunder.

          “ERISA Affiliate” shall mean any corporation which is a member of the same controlled group of corporations as the Company within the meaning of section 414(b) of the Code, or any trade or business which is under common control with the Company within the meaning of section 414(c) of the Code.

          “ERISA Event” shall mean with respect to the Company or any ERISA Affiliate, (i) any “reportable event”, as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the failure of the Company or any ERISA Affiliate to make when due required contributions to a Multiemployer Plan or Plan or the imposition of a Lien in favor of a Plan with respect to such contribution; (iii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition of an Lien in favor of the PBGC under Title IV of ERISA; (v) the receipt from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (vii) the incurrence of any liability with respect to the withdrawal or partial withdrawal from any Plan including the withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (viii) or the incurrence of any Withdrawal Liability with respect to any Multiemployer Plan; (ix) the receipt of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of

42

ERISA) or in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA); or (x) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA).

          “Event of Default” shall mean any of the events specified in paragraph 7A, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Excluded Subsidiary” shall have the meaning given such term in the penultimate paragraph of paragraph 7A.

          “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

          “Federal Health Care Programs” shall mean those programs defined 42 U.S.C. §1320a-7b(f) and the Federal Employee Health Benefit Program, 5 U.S.C. § 8901, et seq.

          “Fiscal Quarter” shall mean any fiscal quarter of the Company.

          “Fiscal Year” shall mean any fiscal year of the Company.

          “Four-Quarter Period” means a period of four full consecutive Fiscal Quarters, taken together as one accounting period and, unless set forth herein to the contrary, shall mean the previous four Fiscal Quarters ending on, or most recently ended prior to, the date of computation thereof.

          “GAAP” shall have the meaning set forth in paragraph 10C.

          “Group” shall have the meaning set forth in paragraph 5L.

          “Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Governmental Subpoena” shall have the meaning set forth in paragraph 5L.

          “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly and including any obligation, direct or indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or

43

other obligation or (d) as an account party in respect of any letter of credit or letter of guarantee issued in support of such Indebtedness or obligation; provided, that the term “Guarantee” shall not include endorsements for collection or deposits in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which Guarantee is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.

          “Guarantors” shall mean those Subsidiaries of the Company that execute and deliver the Guaranty Agreement.

          “Guaranty Agreement” shall mean the Guaranty Agreement of even date herewith, substantially in the form of Exhibit C, made by the Wholly Owned Subsidiaries in favor of the Purchasers.

          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “Health Care Laws” shall mean Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute), including specifically, the Ethics in Patient Referrals Act, as amended (the “Stark Law”), 42 U.S.C. § 1395nn; Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute); the Federal Health Care Program Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the False Claims Act, 31 U.S.C. §§ 3729-3733 (as amended); the Program Fraud Civil Remedies Act, 31 U.S.C. §§ 3801-3812; the Anti-Kickback Act of 1986, 41 U.S.C. §§ 51-58; the Civil Monetary Penalties Law, 42 U.S.C. §§ 1320a-7a and 1320a-7b; the Exclusion Laws, 42 U.S.C. § 1320a-7; HIPAA; and all applicable implementing regulations, rules, ordinances, judgments, and orders; and any similar state and local statutes, regulations, rules, ordinances, judgments, and orders; and all applicable federal, state, and local licensing, certificate of need, regulatory and reimbursement, corporate practice of medicine, and physician fee splitting regulations, rules, ordinances, orders, and judgments applicable to healthcare service providers providing the items and services that the Company and its Subsidiaries provide.

          “Health Care Permits” shall mean all permits, licenses, registrations, certificates, orders, qualifications, accreditations, rights, authorizations or approvals required by any Governmental Authority or other Person that are applicable to healthcare service providers providing the items and services that the Company and its Subsidiaries provide.

          “Health Care Provider” means any physician, nurse, physician assistant, nurse practitioner, technician or allied health care provider who provides services as an employee or independent contractor of a Subsidiary, receives compensation for such services from such Subsidiary, and does not submit a claim or receive payment for such services from any third party payor, including Federal Health Care Programs, unless such payment is assigned to such Subsidiary. Health Care Provider shall not include any independent physician who performs patient care services in a facility operated by a Subsidiary and receives payment from third party payors as his/her sole compensation for such services.

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          “Hedge Provider” has the meaning assigned to such term in the Credit Agreement as in effect on the date hereof.

          “Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

          “Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

          “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d-1329d-8, as amended by the HITECH Act, and any and all regulations adopted or promulgated thereunder.“HITECH Act” means by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-5.

          “Including” shall mean, unless the context clearly requires otherwise, “including without limitation”.

          “Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of paragraph 7A(vi), trade payables overdue by more than one hundred twenty (120) days shall be included in this definition (except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all Guarantees of such Person of the type of Indebtedness described in clauses (i) through (vi) above and clause (x) below, excluding Guarantees of shareholders’ equity or Capital Stock or surplus or general contingency or deferred tax reserves, (viii) all Indebtedness of a third party secured by any Lien on property owned by

45

such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (x) all Hedging Obligations, (xi) Off-Balance Sheet Liabilities, and (xii) any obligation under asset securitization vehicles. The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of determining the amount of attributed Indebtedness from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations.

          “Indemnity and Contribution Agreement” shall mean the Indemnity, Subrogation and Contribution Agreement of even date herewith, substantially in the form of Exhibit D, among the Company, the Wholly Owned Subsidiaries and the Purchasers.

          “INHAM Exemption” shall have the meaning set forth in paragraph 9B.

          “Institutional Investor” shall mean any insurance company, commercial, investment or merchant bank, finance company, mutual fund, registered money or asset manager, savings and loan association, credit union, registered investment advisor, pension fund, investment company, licensed broker or dealer, “qualified institutional buyer” (as such term is defined under Rule 144A promulgated under the Securities Act, or any successor law, rule or regulation) or “accredited investor” (as such term is defined under Regulation D promulgated under the Securities Act, or any successor law, rule or regulation).

          “Intercreditor Agreement” shall mean (i) that certain Collateral Sharing Agreement of even date herewith among SunTrust Bank, as Collateral Agent and each of the “Creditors” party thereto and (ii) each replacement collateral sharing or intercreditor agreement entered into after the date hereof among the holders of the Notes, the Collateral Agent and the agent for the lenders under the relevant replacement credit agreement or loan agreement.

          “Intercompany Loan” shall mean any loan from the Company or any Wholly Owned Subsidiary to any Subsidiary.

          “Investments” shall have the meaning as set forth in paragraph 6E.

          “Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date to (ii) EBITDA for the Four-Quarter Period ending or immediately prior to such date.

          “Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference or priority having the practical effect of a security interest or any other security agreement or preferential arrangement having the practical effect of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

          “Loan Documents” shall have the meaning given to that term in the Credit Agreement, as in effect on the Closing Day and as amended with the consent of the Required Holders.

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          “Major Acquisition” shall mean any Acquisition for which the total consideration (including cash, stock, personal property, debt assumed, and other property) exchanged is greater than $75,000,000.00.

          “Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singularly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, operations, liabilities (contingent or otherwise) or prospects of the Company and of the Company and its Subsidiaries taken as a whole, (ii) the ability of the Credit Parties to perform any of their respective obligations under the Note Documents, (iii) the rights and remedies of the holders of the Notes under any of the Note Documents or (iv) the legality, validity or enforceability of any of the Note Documents.

          “Material Contract” shall mean any contract, or group of related contracts or other arrangements (other than the Note Documents or the Loan Documents) to which the Company or any Subsidiary is a party as to which the breach, nonperformance, termination, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

          “Material Indebtedness” shall mean Indebtedness (other than Indebtedness evidenced by the Notes) of the Company or any of its Subsidiaries, individually or in an aggregate committed or outstanding principal amount exceeding $4,000,000.

          “Material Sale” means (i) with respect to any proposed sale or other disposition of a surgery center during any Fiscal Year, such surgery center, together with all other surgery centers sold or otherwise disposed of during such Fiscal Year (x) accounts for 7% or more of the EBITDA of the Company and its Subsidiaries, determined by reference to the consolidated financial statements of the Company and its Subsidiaries most recently delivered pursuant to paragraph 5A(i) or (y) represents 7% or more of the aggregate number of surgery centers of the Company and its Subsidiaries in existence as of the most recently ended Fiscal Year and (ii) with respect to any proposed sale or other disposition of a surgery center within the previous five years (or after the Closing Day, if shorter), such surgery center, together with all other surgery centers sold or otherwise disposed of during such five year period (or lesser period, if applicable) (x) accounts for 15% or more of the EBITDA of the Company and its Subsidiaries, determined by reference to the consolidated financial statements of the Company and its Subsidiaries most recently delivered pursuant to paragraph 5A(i) or (y) represents 15% or more of the aggregate number of surgery centers of the Company and its Subsidiaries in existence as of the most recently ended Fiscal Year. For purposes of this definition, a sale or other disposition of a surgery center shall include any sale or disposition, whether effected by way of an asset sale or the sale of Equity Interests of any Person owing or operating a surgery center.

          “Maturity Date” shall mean May 28,2020.

          “Medicare and Medicaid Programs” shall have the meaning set forth in paragraph 8T(i).

          “Minority Investment Amount” means (i) $20,000,000 during any period of twelve (12) consecutive months or (ii) during the term of this Agreement, an amount equal to ten percent (10%) of the Company’s consolidated total assets, determined by reference to the

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consolidated financial statements of the Company and its Subsidiaries most recently delivered pursuant to paragraph 5A(i).

          “Moody’s” shall mean Moody’s Investors Service, Inc.

          “Multiemployer Plan” shall mean any Plan which is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA.

          “NAIC Annual Statement” shall have the meaning set forth in paragraph 9B.

          “Net Disposition Proceeds” means, with respect to any Disposition, the excess of (a) the gross cash proceeds received by the Company or any Subsidiary from such Disposition and any cash payment received in respect of promissory notes or other non-cash consideration delivered to such party in respect thereof, over (b) the sum of (i) all reasonable and customary legal, investment banking, brokerage and accounting fees and expenses incurred in connection with such Disposition, (ii) all Taxes actually paid or estimated by such party to be payable in cash within the next twelve (12) months in connection with such Disposition, (iii) payments made by such party to retire Indebtedness (other than the Notes or under the Credit Agreement) where payment of such Indebtedness is required in connection with such Disposition, and (iv) amounts attributable to Non-Controlling Interests; provided that if the amount of any estimated Taxes pursuant to clause (ii) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Disposition Proceeds.

          “Net Equity Proceeds” means, with respect to the sale or issuance by Company or any of its Subsidiaries to any Person of any common stock, warrants or options or the exercise of any such warrants or options, the excess of (a) the gross cash proceeds received by the Company or its Subsidiaries from such sale, exercise or issuance, over (b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements actually incurred in connection with such sale or issuance which have not been paid to Affiliates of the Company or any Subsidiary, as applicable, in connection therewith.

          “Net Mark-to-Market Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

          “Non-Consolidated Entity” shall mean each Person in which the Company or any of its Subsidiaries owns, directly or indirectly, Capital Stock other than Subsidiaries.

          “Non-Controlling Interests” means that amount depicted from time to time on the Company’s most current consolidated balance sheet as “Noncontrolling interests” so long as such is calculated on a consistent basis and in accordance with GAAP.

          “Note Documents” shall mean, collectively, this Agreement, the Notes, the Guaranty Agreement, the Indemnity and Contribution Agreement, the Security Documents, the

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Intercreditor Agreement, and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

          “Noteholder Share of the Net Disposition Proceeds” shall mean, with respect to any offer to prepay pursuant to paragraph 4G, as determined on the date of the relevant Disposition, an amount equal to the Net Disposition Proceeds resulting from such Disposition multiplied by (a) the aggregate outstanding principal amount of the Notes, divided by (b) the sum of (i) the aggregate outstanding principal amount of the Notes, plus (ii) (A) the committed amount of the Revolving Commitments (as defined in the Credit Agreement, provided that such amount shall not exceed $525,000,000), until the termination of the Revolving Commitments (to the extent that the Company has not entered into a replacement Credit Agreement with Revolving Commitments that have not yet been terminated) and (B) thereafter, the aggregate amount of Revolving Credit Exposure (as defined in the Credit Agreement, provided that such amount shall not exceed $525,000,000).

          “Note(s)” shall have the meaning specified in paragraph 1.

          “Obligations” shall mean all amounts owing by the Credit Parties to the holders of Notes pursuant to or in connection with this Agreement or any other Note Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Credit Parties, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), Yield-Maintenance Amount, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all reasonable fees and expenses of counsel to the holders of Notes incurred, or required to be reimbursed, by the Company, in each case pursuant to this Agreement or any other Note Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, and all obligations and liabilities incurred in connection with collecting and enforcing the foregoing, together with all renewals, extensions, modifications or refinancings thereof.

          “OFAC” shall mean the U.S. Department of the Treasury’s Office of Foreign Assets Control.

          “Off-Balance Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

          “Officer’s Certificate” shall mean a certificate signed in the name of the Company by an Authorized Officer of the Company.

          “Other Investments” shall mean Investments other than Permitted Investments and Investments identified in paragraph 6E(i) through (v) herein.

          “Patriot Act” shall mean the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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          “PBGC” shall mean the Pension Benefit Guaranty Corporation and any successor entity performing similar functions.

          “Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

          “Permitted Encumbrances” shall mean:

          (a) Liens imposed by law for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;

          (b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other Liens imposed by operation of law in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

          (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

          (e) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

          (f) easements, zoning restrictions, restrictive covenants, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Company and its Subsidiaries taken as a whole; and

          (g) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where Company or any of its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business.

          provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

          “Permitted Investments” shall mean:

          (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof

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to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

          (b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or Moody’s and in either case maturing within six months from the date of acquisition thereof;

          (c) certificates of deposit, bankers’ acceptances and time deposits maturing within one hundred eighty (180) days of the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof which has a combined capital and surplus and undivided profits of not less than $1,000,000,000;

          (d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria described in clause (iii) above;

          (e) mutual funds investing solely in any one or more of the Permitted Investments described in clauses (i) through (iv) above; and

          (f) funds held in the grantor trust properly established by Company (which shall be subject to the claims of the holders of the Notes and general creditors of Company) for the non-qualified deferred compensation plan adopted by Company entitled the AmSurg Supplemental Executive Retirement Savings Plan (the “Rabbi Trust”), provided that the funds in the Rabbi Trust must be invested solely in any one or more of the Permitted Investments described in clauses (i) through (v) above.

          “Permitted Subordinated Debt” shall mean any Indebtedness of the Company or any Subsidiary (i) that is expressly subordinated to the Obligations on terms satisfactory to the Required Holders in their sole discretion, (ii) that matures by its terms no earlier than six months after the later of the Maturity Date then in effect with scheduled principal payments in amounts, if any, and subject to such conditions as may be approved in writing by the Required Holders in their sole discretion, and (iii) that is evidenced by an indenture or other similar agreement that is in a form satisfactory to the Required Holders.

          “Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

          “Plan” shall mean any Employee Benefit Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate either (i) maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them (or on behalf of beneficiaries of such participants, to the extent applicable) or (ii) is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or a “contributing sponsor” (as defined in ERISA Section 4001(a)(13).

          “Pledge Agreement” shall mean any pledge and security agreement in form and substance satisfactory to the Required Holders, whereby the Company and each of its presently existing and hereafter acquired Wholly Owned Subsidiaries pledge and grant to the Collateral

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Agent a first priority perfected security interest in Company’s and each Wholly Owned Subsidiary’s presently existing and hereafter acquired right title, and interest in and to any Subsidiary (excluding Subsidiaries specified in paragraph 5J(v)), including without limitation, all partnership interests, limited liability company interests, distributions, payments, general intangibles, accounts, payment intangibles, and other tangible and intangible property arising out of or in connection with such Subsidiary and all financial assets and investment property related to such subsidiary contributed to any account held for the benefit of the Collateral Agent and the other secured parties; provided that each such pledge and security agreement shall be subject to the Release Provision and to any other limitations, qualifications and exclusions set forth in such pledge and security agreement. Applicable UCC financing statements, as required, shall be filed along with each Pledge Agreement.

          “Pro Forma Basis” shall mean, in connection with any calculation of compliance with any financial covenant, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness to finance a transaction or payment giving rise for the need to make such determination as if such Indebtedness had been incurred on the first day of the Four-Quarter Period and (y) the making of any Restricted Payment or any Investment by the Company or a Subsidiary as if such Restricted Payment or Investment had been made on the first day of the Four-Quarter Period.

          “Proposed Prepayment Date” shall have the meaning specified in paragraph 4D(iii).

          “Proposed 4G Prepayment Date” shall have the meaning specified in paragraph 4G(iii).

          “Protected Health Information” means individually identifiable health information defined as “protected health information” under 45 C.F.R. §160.103.

          “Prudential” shall mean The Prudential Insurance Company of America.

          “Prudential Affiliate” shall mean (a) any corporation or other entity controlling, controlled by, or under common control with, Prudential, or (b) any managed account or investment fund which is managed by Prudential or a Prudential Affiliate described in clause (a) of this definition. For purposes of this definition, the terms “control”, “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other entity’s voting stock or equivalent voting securities or interests.

          “Purchasers” shall mean Prudential, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Forethought Life Insurance Company and their respective successors and assigns, with respect to the Notes.

          “QPAM Exemption” shall have the meaning set forth in paragraph 9B.

          “Qualified Plan” shall mean an Employee Benefit Plan that is intended to be tax-qualified under Section 401(a) of the Code.

          “Regulation D, T, U and X” shall mean Regulation D, T, U and X, respectively, of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

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          “Reinvested Proceeds” shall mean proceeds realized from any Disposition which are used to acquire substantially similar property or assets.

          “Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration of any Hazardous Materials into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

          “Release Provision” shall mean the agreement made on behalf of the holders of the Notes and set forth in each Pledge Agreement as follows: provided that (i) the Company has certified to each of the Collateral Agent, each holder of the Notes and the Bank Agent that no Default or Event of Default exists under any Note Document and no default or event of default exists under any Loan Document and (ii) the Collateral Agent has not received written notice from one or more holders of the Notes, the Bank Agent or a lender under the Credit Agreement of a Default or Event of Default under any Note Document or a default or event of default under any Loan Document, upon receipt of written certification by the Company that the Company or such Wholly Owned Subsidiary is transferring a portion of its interest in a Subsidiary that is not a corporation to a physician or group of physicians who have a business relationship with such Subsidiary and upon written request of the Company or any Wholly Owned Subsidiary that is a party to any Pledge Agreement, accompanied by such documentation as reasonably requested by the Collateral Agent, the Collateral Agent is authorized (without further action or consent by the holders of the Notes) to release the interest being transferred by the Company or any Wholly Owned Subsidiary in such Subsidiary, provided that, except as otherwise provided in the Intercreditor Agreement, in no event shall such transfer reduce the ownership interest of the Company or any Wholly Owned Subsidiary in such Subsidiary below fifty-one percent (51%). Except as otherwise provided in the Intercreditor Agreement, the Collateral Agent shall not release any Lien against any such Subsidiary if the ownership interest of the Company or any Wholly Owned Subsidiary therein is reduced below fifty-one percent (51%).

          “Required Holder(s)” shall mean the holder or holders of more than fifty percent (50%) of the aggregate principal amount of the Notes from time to time outstanding.

          “Requirement of Law” for any Person shall mean the articles or certificate of incorporation, bylaws, partnership certificate and agreement, or limited liability company certificate of organization and agreement, as the case may be, and other organizational and governing documents of such Person, and any law, treaty, rule or regulation, or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

          “Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a vice president of the Company or such other representative of the Company as may be designated in writing by any one of the foregoing with the consent of the Required Holders; provided, that, with respect to the financial covenants and Compliance Certificate, Responsible Officer shall mean only the chief financial officer or the treasurer of the Company.

          “Restricted Payment” shall have the meaning set forth in paragraph 6F.

          “S&P” shall mean Standard & Poor’s, a Division of the McGraw-Hill Companies.

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          “Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac, or as otherwise published from time to time.

          “Sanctioned Person” shall mean (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdnl, or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Security Documents” shall mean the Stock Pledge Agreement, the Pledge Agreement, along with all UCC financing statements filed in connection with any of the foregoing and any additional documentation delivered pursuant to or executed in connection with the foregoing. After the Closing Day, the term “Security Documents” shall include all security documents delivered in accordance with paragraph 5J hereof, along with all additional documentation delivered pursuant to or executed in connection with such security documents, including, without limitation, any and all securities account and deposit account control agreements.

          “Stock Pledge Agreement” shall mean collectively that certain Stock Pledge Agreement executed by the Company in favor of Collateral Agent in a form acceptable to the Purchasers, whereby Company pledges to Collateral Agent all of the Capital Stock it presently holds and hereafter acquires in any Subsidiary (excluding Subsidiaries specified in paragraph 5J(v)) that is a corporation. The Company shall deliver along with the Stock Pledge Agreement the securities described therein and a stock power, all in form and substance satisfactory to the Purchasers.

          “Subordinated Debt Documents” shall mean any indenture, agreement or similar instrument governing any Permitted Subordinated Debt.

          “Subsidiary” shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is, as of such date, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” hereunder shall mean a Subsidiary of the Company.

          “Surgery Center Location Report” shall mean a listing of the surgery centers of Company and its Subsidiaries containing such information and provided in a format reasonably acceptable to the Required Holders.

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          “SVO” shall mean the Securities Valuation Office of the National Association of Insurance Commissioners.

          “Synthetic Lease” shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease” by the lessee pursuant to FASB ASC 840 and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed to lessees) of like property.

          “Synthetic Lease Obligations” shall mean, with respect to any Person, the sum of (i) all remaining rental obligations of such Person as lessee under Synthetic Leases which are attributable to principal and, without duplication, (ii) all rental and purchase price payment obligations of such Person under such Synthetic Leases assuming such Person exercises the option to purchase the lease property at the end of the lease term.

          “Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments or withholdings imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

          “Transferee” shall mean any direct or indirect transferee of all or any part of any Note purchased by any Purchaser under this Agreement.

          “Wholly Owned Subsidiary” shall mean any corporation, partnership, joint venture, limited liability company, association or other entity of which securities or other ownership interests representing 100% of the equity or 100% of the ordinary voting power, or in the case of a partnership, 100% of the general partnership interests are owned, Controlled or held by Company.

          “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          10C. Accounting Principles, Terms and Determinations. All references in this Agreement to “GAAP” shall mean generally accepted accounting principles, as in effect in the United States at the time of application thereof. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Subsidiaries delivered pursuant to paragraph 5A(i) or, if no such statements have been so delivered, the most recent audited financial statements referred to in paragraph 8D. Any reference herein to any specific citation, section or form of law, statute, rule or regulation shall refer to such new, replacement or analogous citation, section or form should citation, section or form be modified, amended or replaced. Notwithstanding the foregoing, for purposes of determining compliance with the financial covenants contained in this Agreement, including without limitation paragraphs 6A(1) — (3), any election by the Company to measure an item of Debt using fair value (as permitted by FASB ASC 825 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

          10D. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any

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pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, paragraphs Exhibits and Schedules to this Agreement, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. To the extent that any of the representations and warranties contained in paragraph 8 under this Agreement is qualified by “Material Adverse Effect”, then the qualifier “in any material respect” contained in paragraph 7A(iii) shall not apply. Unless otherwise indicated, all references to time are references to Eastern Standard Time or Eastern Daylight Savings Time, as the case may be. Unless otherwise expressly provided herein, all references to dollar amounts shall mean Dollars. In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be expected to result in a Material Adverse Effect, notwithstanding that a particular event, act, condition or occurrence does not itself have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event, act, condition or occurrence and all other such events, acts, conditions or occurrences of the foregoing types which have occurred could reasonably be expected to result in a Material Adverse Effect.

          11. MISCELLANEOUS.

          11A. Note Payments. So long as any Purchaser shall hold any Note, the Company will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with respect to, such Note, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City time, on the date due) to (i) the account or accounts of such Purchaser specified in the Purchaser Schedule attached hereto in the case of any Note or (ii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal payments previously made thereon and of the date to which interest thereon has been paid. The Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made the same agreement as the Purchasers have made in this paragraph 11A. No holder shall be required to present or surrender any Note or make any notation thereon (except as required above), except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, the applicable holder shall surrender such Note for cancellation, reasonably promptly after any

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such request, to the Company at its principal executive office.

          11B. Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Company shall pay, and save Prudential, each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket expenses arising in connection with such transactions, including (i) (A) all stamp and documentary taxes and similar charges, (B) costs of obtaining a private placement number for the Notes and (C) fees and expenses of brokers, agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes; (ii) document production and duplication charges and the fees and expenses of any special counsel engaged by such Purchaser or such Transferee in connection with (A) this Agreement and the transactions contemplated hereby and (B) any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such the proposed action shall be effected or granted; (iii) the costs and expenses, including attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of such Purchaser’s or such Transferee’s having acquired any Note (excluding due diligence and other costs incurred in connection with acquiring such Note), including without limitation costs and expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case; and (iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

          The Company will promptly pay or reimburse each Purchaser or holder of a Note (upon demand, in accordance with each such Purchaser’s or holder’s written instructions) for all fees and costs paid or payable by such Purchaser or holder to the SVO in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization acceding to the authority thereof.

          The Company shall indemnify each holder of the Notes and each of its Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Notes, the other Note Documents, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or under the Notes, the other Note Documents, or the consummation of the transactions contemplated hereby or thereby, (ii) any Notes or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any of the Company’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses

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are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

          The obligations of the Company under this paragraph 11B shall survive the transfer of any Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

          11C. Consent to Amendments. This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes except that, (i) with the written consent of the holders of all Notes, and if an Event of Default shall have occurred and be continuing, of the holders of all Notes, at the time outstanding (and not without such written consents), the Notes may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes, or affect the time, amount or allocation of any prepayment, (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes of any Series, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration, (iii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment or waiver of the provisions of this Agreement shall release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty; (iv) with the written consent of Prudential (and not without the written consent of Prudential) the provisions of paragraph 2B may be amended or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (v) with the written consent of all of the Purchasers which shall have become obligated to purchase Accepted Notes (and not without the written consent of all such Purchasers), any of the provisions of paragraphs 2B and 3 may be amended or waived insofar as such amendment or waiver would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes or the terms and provisions of such Accepted Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

          11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $100,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense and within five Business Days of receipt of such Notes, execute and deliver one or more new Notes of like tenor and of a like

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aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each installment of principal payable on each installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any installment or installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

          11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name any Note is registered as the owner and holder of such Note for the purpose of receiving payment of principal of and interest on, and any Yield-Maintenance Amount payable with respect to, such Note and for all other purposes whatsoever, whether or not such Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant participations in all or any part of such Note to any Person on such terms and conditions as may be determined by such holder in its sole and absolute discretion.

          11F. Survival of Representations and Warranties; Entire Agreement. All representations and warranties contained herein or made in writing by or on behalf of the Company in connection herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any Transferee, regardless of any investigation made at any time by or on behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.

          11G. Successors and Assigns. All covenants and other agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto (including, without limitation, any Transferee) whether so expressed or not.

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          11H. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the limitations of, another covenant shall not (i) avoid the occurrence of an Event of Default or Default if such action is taken or such condition exists or (ii) in any way prejudice an attempt by the holders to prohibit (through equitable action or otherwise) the taking of any action by the Company or a Subsidiary which would result in an Event of Default or Default.

          11I. Notices. All written communications provided for hereunder (other than communications provided for under paragraph 2) shall be sent by first class mail or nationwide overnight delivery service (with charges prepaid) and (i) if to any Purchaser, addressed as specified for such communications in the Purchaser Schedule attached hereto (in the case of the Notes) or at such other address as any such Purchaser shall have specified to the Company in writing, (ii) if to any other holder of any Note, addressed to it at such address as it shall have specified in writing to the Company or, if any such other holder shall not have so specified an address, then addressed to such holder in care of the last holder of such Note which shall have so specified an address to the Company and (iii) if to the Company, addressed to it at AmSurg Corp., 20 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, Attention: Claire Gulmi, Facsimile: (615) 665-0755, provided, however, that any such communication to the Company may also, at the option of the Person sending such communication, be delivered by any other means either to the Company at its address specified above or to any Authorized Officer of the Company. Any communication pursuant to paragraph 2 shall be made by the method specified for such communication in paragraph 2, and shall be effective to create any rights or obligations under this Agreement only if, in the case of a telephone communication, an Authorized Officer of the party conveying the information and of the party receiving the information are parties to the telephone call, and in the case of a telecopier communication, the communication is signed by an Authorized Officer of the party conveying the information, addressed to the attention of an Authorized Officer of the party receiving the information, and in fact received at the telecopier terminal the number of which is listed for the party receiving the communication in the Information Schedule or at such other telecopier terminal as the party receiving the information shall have specified in writing to the party sending such information.

          11J. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, any payment of principal of or interest on, or Yield-Maintenance Amount payable with respect to, any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, then and in such event payment shall be made on the next succeeding Business Day, but shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

          11K. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          11L. Descriptive Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of

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this Agreement.

          11M. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to any Purchaser, to any holder of Notes or to the Required Holder(s), the determination of such satisfaction shall be made by such Purchaser, such holder or the Required Holder(s), as the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or Persons making such determination.

          11N. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK IN ACCORDANCE WITH THE PROVISIONS OF §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

          11O. Consent to Jurisdiction; Waiver or Immunities. The Company hereby irrevocably submits to the jurisdiction of any New York state or Federal court sitting in New York in any action or proceeding arising out of or relating to this Agreement, and the Company hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in New York state or Federal court. The Company hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Company agrees and irrevocably consents to the service of any and all process in any such action or proceeding by the mailing, by registered or certified U.S. mail, or by any other means or mail that requires a signed receipt, of copies of such process to CT Corporation System at 1633 Broadway, New York, New York 10019. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this paragraph 11L shall affect the right of any holder of the Notes to serve legal process in any other manner permitted by law or affect the right of any holder of the Notes to bring any action or proceeding against the Company or its property in the courts of any other jurisdiction. To the extent that the Company has or hereafter may acquire immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this agreement.

          11P. WAIVER OF JURY TRIAL. THE COMPANY AND THE HOLDERS OF THE NOTES AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE HOLDERS OF THE NOTES AND THE COMPANY EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE

61

TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE HOLDERS OF THE NOTES AND THE COMPANY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          11Q. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales, and the obligations of Prudential and the Purchasers under this Agreement are several obligations. No failure by Prudential or any Purchaser to perform its obligations under this Agreement shall relieve any other Purchaser or the Company of any of its obligations hereunder, and neither Prudential nor any Purchaser shall be responsible for the obligations of, or any action taken or omitted by, any other such Person hereunder.

          11R. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

          11S. Binding Agreement. When this Agreement is executed and delivered by the Company and the Purchasers, it shall become a binding agreement between the Company and the Purchasers. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance, and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance.

          11T. Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

          11U. Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in originating the purchase of the Notes from the Company, as well as the identity of the Company and the aggregate principal amount and issue date of the Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference.

          11V. Replacement Intercreditor Agreement. If the Company shall enter into a new principal credit agreement or loan agreement for the purpose of refinancing or replacing the Credit Agreement, then, promptly following the request of the Company, the holders of the Notes shall enter into a new intercreditor agreement on terms substantially similar to those in the Intercreditor Agreement entered into on the date hereof together with such other terms as the Required Holders shall approve.

[remainder of page intentionally left blank]

62

Very truly yours,

AmSurg Corp.

By:
Name:

Title:

The foregoing Agreement is hereby accepted as of the date first above written.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:
	Vice President
PRUCO LIFE INSURANCE COMPANY
By:
	Assistant Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
	By:	Vice President
FORETHOUGHT LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	Vice President

PURCHASER SCHEDULE

		Aggregate
		Principal
		Amount of Senior
		Secured Notes		Note
		to be Purchased		Denomination(s)
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	$	20,000,000.00	$	20,000,000.00
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	Account Name: Privest Plus
	Account No.: P86288 (please do not include spaces)
	JPMorgan Chase Bank
	New York, NY
	ABA No.: 021-000-021
	Each such wire transfer shall set forth the name of the Company, a reference to “6.04% Senior Secured Notes due May 28, 2020, PPN 03232P A*9” and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
(2)	Address for all notices relating to payments:
	The Prudential Insurance Company of America
	c/o Investment Operations Group
	Gateway Center Two, 10th Floor
	100 Mulberry Street
	Newark, NJ 07102-4077
	Attention: Manager, Billings and Collections
(3)	Address for all other communications and notices:
	The Prudential Insurance Company of America
	c/o Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Managing Director
(4)	Recipient of telephonic prepayment notices:
	Manager, Trade Management Group
	Telephone: (973) 367-3141
	Facsimile: (888) 889-3832

		Aggregate
		Principal
		Amount of Senior
		Secured Notes	Note
		to be Purchased	Denomination(s)
(5)	Address for Delivery of Notes:
	Send physical security by nationwide overnight delivery service to:
	Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Michael R. Fierro, Esq.
	Telephone: (404) 870-3753
(6)	Tax Identification No.: 22-1211670

2

PURCHASER SCHEDULE

		Aggregate
		Principal
		Amount of Senior
		Secured Notes		Note
		to be Purchased		Denomination(s)
	PRUCO LIFE INSURANCE COMPANY	$	19,400,000.00	$	19,400,000.00
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	JPMorgan Chase Bank
	New York, NY
	ABA No.: 021-000-021
	Account No.: P86192 (please do not include spaces)
	Account Name: Pruco Life Private Placement
	Each such wire transfer shall set forth the name of the Company, a reference to “6.04% Senior Secured Notes due May 28, 2020, PPN 03232P A*9”, and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
(2)	Address for all notices relating to payments:
	Pruco Life Insurance Company
	c/o The Prudential Insurance Company of America
	c/o Investment Operations Group
	Gateway Center Two, 10th Floor
	100 Mulberry Street
	Newark, NJ 07102-4077
	Attention: Manager, Billings and Collections
(3)	Address for all other communications and notices:
	Pruco Life Insurance Company
	c/o Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Managing Director
(4)	Recipient of telephonic prepayment notices:
	Manager, Trade Management Group
	Telephone: (973) 367-3141
	Facsimile: (888) 889-3832

3

		Aggregate
		Principal
		Amount of Senior
		Secured Notes	Note
		to be Purchased	Denomination(s)
(5)	Address for Delivery of Notes:
	Send physical security by nationwide overnight delivery service to:
	Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Michael R. Fierro, Esq.
	Telephone: (404) 870-3741
(6)	Tax Identification No.: 22-1944557

4

PURCHASER SCHEDULE

		Aggregate
		Principal
		Amount of Senior
		Secured Notes		Note
		to be Purchased		Denomination(s)
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	$	32,600,000.00	$	32,600,000.00
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	JP Morgan Chase Bank
	New York, NY
	ABA No. 021000021
	Account Name: PRIAC
	Account No. P86329 (please do not include spaces)
	Each such wire transfer shall set forth the name of the Company, a reference to “6.04% Senior Secured Notes due May 28, 2010, PPN 03232P A*9” and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
(2)	Address for all notices relating to payments:
	Prudential Retirement Insurance and Annuity Company
	c/o Prudential Investment Management, Inc.
	Private Placement Trade Management
	PRIAC Administration
	Gateway Center Four, 7th Floor
	100 Mulberry Street
	Newark, NJ 07102
	Telephone: (973) 802-8107
	Facsimile: (888) 889-3832
(3)	Address for all other communications and notices:
	Prudential Retirement Insurance and Annuity Company
	c/o Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Managing Director

5

		Aggregate
		Principal
		Amount of Senior
		Secured Notes	Note
		to be Purchased	Denomination(s)
(4)	Address for Delivery of Notes:
	Send physical security by nationwide overnight delivery service to:
	Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Michael R. Fierro, Esq.
	Telephone: (404) 870-3753
(5)	Tax Identification No.: 06-1050034

6

PURCHASER SCHEDULE

		Aggregate Principal
		Amount of Senior
		Secured Notes		Note
		to be Purchased		Denomination(s)
	FORETHOUGHT LIFE INSURANCE COMPANY	$	3,000,000.00	$	3,000,000.00
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
	State Street Bank
	ABA # 01100-0028
	DDA Account # 24564783
	For Further Credit:
	Forethought Life Insurance Company
	Fund # 3N1H
	Each such wire transfer shall set forth the name of the Company, a reference to “6.04% Senior Secured Notes due May 28, 2020, PPN 03232P A*9” and the due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made.
(2)	All notices of payments and written confirmations of such wire transfers:
	Forethought Life Insurance Company
	Attn: Russell Jackson
	300 North Meridian
	Suite 1800
	Indianapolis, IN 46204
	with copy to:
	State Street Bank
	Attn: Deb Hartner
	801 Pennsylvania
	Kansas City, MO 64105
(3)	Address for all other communications and notices:
	Prudential Private Placement Investors, L.P.
	c/o Prudential Capital Group
	1170 Peachtree Street, Suite 500
	Atlanta, GA 30309
	Attention: Managing Director

7

Aggregate Principal
Amount of Senior
Secured Notes	Note
to be Purchased	Denomination(s)

(4)	Address for Delivery of Notes:
	(a)	Send physical security by nationwide overnight delivery service to:
		DTC / New York Window
		55 Water Street
		New York, NY 10041
		Attention: Robert Mendez
		Please include in the cover letter accompanying the Notes a reference to SSB Fund # 3N1H.
	(b)	Send copy by nationwide overnight delivery service to:
		Prudential Capital Group
		Gateway Center 4
		100 Mulberry, 7th Floor
		Newark, NJ 07102
		Attention: Trade Management, Manager
		Telephone: (973) 367-3141
		and
		Forethought Life Insurance Company
		Attn: Eric Todd
		300 North Meridian
		Suite 1800
		Indianapolis, IN 46204
(5)	Tax Identification No.: 06-1016329

8

EXHIBIT A

[FORM OF NOTE]

AMSURG CORP.

6.04% SENIOR NOTE DUE [MAY ___, 2020]

No. [                    ]
PPN [                                        ]
ORIGINAL PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: May 28, 2010
INTEREST RATE: 6.04% per annum

INTEREST PAYMENT DATES: May 28, August 28, November 28 and February 28 of each calendar year, commencing on August 28, 2010

FINAL MATURITY DATE: MAY 28, 2020

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: [$                     ] on May 28, August 28, November 28 and February 28 of each calendar year, commencing on August 28, 2013, with the remaining unpaid principal amount due on the Final Maturity Date

     For Value Received, the undersigned, AmSurg Corp. (the “Company”), a corporation organized and existing under the laws of the State of Tennessee, hereby promises to pay to [                    ], or registered assigns, the principal sum of [                    ] Dollars, payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of the principal hereof, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the Interest Rate per annum specified above if no Event of Default has occurred and is continuing, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on the unpaid balance hereof at the Default Rate (as defined in the Note Purchase Agreement referred to below) if an Event of Default has occurred and is continuing, and to the extent permitted by law on any overdue payment of interest and any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below), payable at the Default Rate on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). Additional interest hereon may also be required pursuant to paragraph 2B of the Note Purchase Agreement referred to below.

     Payments of principal of, interest on and any Yield-Maintenance Amount with respect to this Note are to be made in lawful money of the United States of America at such place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

     This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of May 28, 2010 (as from time to time amended, the “Note Purchase Agreement”), among the Company and the respective Purchasers named therein and is

entitled to the benefits thereof. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

     This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

     The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

     If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement.

     THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAW OF SUCH STATE, IN ACCORDANCE WITH THE PROVISIONS OF §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

AMSURG CORP.

By:

Its:

EXHIBIT A-2

EXHIBIT B

[FORM OF FUNDS DELIVERY INSTRUCTION]

[Company’s Letterhead]

The Prudential Insurance Company of America
Pruco Life Insurance Company
Prudential Retirement Insurance and Annuity Company
Forethought Life Insurance Company,
c/o Prudential Capital Group
1170 Peachtree St., NE
Atlanta, GA 30309

Re: Funds Delivery Instruction for Senior Notes

Ladies and Gentlemen:

     As contemplated by paragraph 2 of the Note Purchase Agreement, dated as of May 28, 2010, between us, the undersigned hereby instructs you to deliver, on the Closing Day, the proceeds of the Notes in the manner required by paragraph 2 to the undersigned’s account identified below:

Account Name:
Account No:
Bank:
Bank City & State:
Bank ABA No:
Reference:

     This instruction has been executed and delivered by an authorized representative of the undersigned.

Very truly yours,
AMSURG CORP.
By:
	Title:

EXHIBIT C

GUARANTY AGREEMENT

[see attached]

EXHIBIT D

INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

[see attached]

EXHIBIT E

FORM OF ACQUISITION INFORMATION PACKAGE

     Pursuant to paragraphs 6N(i) and (ii) of the Note Purchase Agreement, AmSurg Corp. (the “Company”) shall deliver to the holders of the Notes (as defined in the Note Purchase Agreement) the following information in connection with any Acquisition:

(1) the total consideration given in connection with any Acquisition in the following format:

(a)	Cash: $
(b)	Stock: $
(c)	Personal Property: $
(d)	Other Property: [identify type and value]

(2)	summary financial information relating to the interest or entity to be acquired, including percentage interest being acquired and operating forecasts,
(3)	(a) the Acquisition Pro Forma duly certified by the chief financial officer of the Company and (b) calculations of the chief financial officer of the Company demonstrating compliance on a Pro Forma Basis with the financial covenants contained in paragraph 6A of the Credit Agreement after such Acquisition is completed.

As used herein, the “Note Purchase Agreement” means that certain Note Purchase Agreement, dated May 28, 2010 among the Company, The Prudential Insurance Company of America and the other Purchasers party thereto.

EXHIBIT F

FORM OF ACQUISITION PRO FORMA

Name of Entity to be Acquired:                                         

	Annual Projections
Gross Revenue	$
Contractual Adj. & Refunds	$
Net Revenue	$
Operating Expenses:
Non-Owner Doctors Payments	$
Salaries and benefits	$
Drugs and Medical Supplies	$
Other Variable Expenses:
General and Administrative	$
Facilities Expenses	$
Marketing Expenses	$
Professional Fees	$
Malpractice Insurance	$
Other Expenses	$
Total Other Variable Expenses	$
Total Operating Expenses	$
Non-Operating Expenses:
Depreciation Expense	$
Interest Income	$
Interest Expense	$
Other (Income) Expense	$
Total Non-Operating Expenses	$
Total Expenses	$
Pretax Earnings	$
EBITDA	$

Total Consideration
Cash	$
Borrowings	$
Stock	$
Purchase Price	$
A.R. net	$
Inventory	$
PP & E	$
	$
		—	%
	$
Goodwill	$
Purchase Price	$

2

EXHIBIT G

[FORM OF OPINION OF COMPANY’S COUNSEL]

[see attached]

EX-99.3

Exhibit 99.3

FOR IMMEDIATE RELEASE Contact: Claire M. Gulmi
Executive Vice President and
Chief Financial Officer
(615) 665-1283

AMSURG COMPLETES DEBT REFINANCING

SECURES 5-YEAR, $375 MILLION REVOLVING CREDIT FACILITY AND
10-YEAR $75 MILLION SENIOR NOTES

NASHVILLE, Tenn. — (June 1, 2010) — AmSurg Corp. (NASDAQ: AMSG), today announced that it has completed a new revolving credit facility that permits the Company to borrow up to $375 million and matures in May 2015. In addition, the Company has also completed the private placement of $75 million in senior notes maturing in 2020, for which the Company will pay the counterparty a fixed rate of 6.04% of the amount outstanding. The new revolving credit facility replaces the Company’s previous $300 million revolving credit facility, which was scheduled to mature in July 2011. At the completion of the agreement, the Company had approximately $210 million outstanding under the new revolving credit facility. Consistent with its previously announced financial guidance for 2010, AmSurg expects the refinancing will have a negative impact on 2010 results of approximately $0.11 per diluted share.

     Christopher A. Holden, President and Chief Executive Officer of AmSurg, remarked, “We are pleased to have completed this refinancing, which significantly expands our credit availability and extends its maturity. We anticipate that our new facility and debt structure, along with our substantial operating cash flow, will leave us well positioned to fund our acquisition strategy for the foreseeable future.”

     SunTrust Robinson Humphrey acted as Left-lead Arranger and Bookrunner for the revolving credit facility with Regions Capital Markets and Banc of America Securities serving as Joint Lead Arrangers and Joint Bookrunners. The Company placed the senior notes with Prudential Capital Group.

     This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by the important factors, among others, set forth in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and other filings with the Securities and Exchange Commission, including the following risks: adverse impacts on the Company’s business associated with current and future economic conditions; the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as the Company’s costs increase; adverse developments affecting the medical practices of the Company’s physician partners; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to acquire and develop additional surgery centers on favorable terms; the Company’s ability to grow revenues by increasing procedure volume while maintaining its operating margins and profitability at its existing

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AMSG Completes Debt Refinancing
Page 2
June 1, 2010

centers; the Company’s ability to manage the growth in its business; the Company’s ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors that may affect the Company’s surgery centers; the Company’s failure to comply with applicable laws and regulations; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the Company; the risk of becoming subject to federal and state investigation; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; potential liabilities associated with the Company’s status as a general partner of limited partnerships; liabilities for claims brought against our facilities; the Company’s legal responsibility to minority owners of its surgery centers, which may conflict with its interests and prevent it from acting solely in its best interests; risks associated with the potential write-off of the impaired portion of intangible assets; and potential liability relating to the tax deductibility of goodwill. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements.

     AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At March 31, 2010, AmSurg owned a majority interest in 203 continuing centers in operation and had one center under development.

- END -